Paul LaViolette
About Paul LaViolette
Paul A. LaViolette, age 67, is Chief Executive Officer, President, and Co‑Chairman of Pulse Biosciences (appointed CEO on January 9, 2025; joined the Board as Co‑Chairman in August 2024). He brings 40+ years in medtech operating leadership and investing; education includes a B.A. in Psychology (Fairfield University) and an MBA (Boston College) . Company pay-versus-performance disclosures show cumulative TSR of $72.97 for a $100 investment since 12/31/2020 and 2024 net loss of $53.6 million (contextual to company performance; not tied to his CEO tenure which began in 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SV Health Investors LLC | Managing Partner & COO | Since Dec 2008 | Specialist healthcare fund leadership; portfolio guidance and operating oversight |
| Boston Scientific (BSC) | COO; President, Cardiology; President, International | ~15 years (prior to 2008) | Integrated acquisitions; led global product development, operations, and commercial orgs |
| C.R. Bard | Marketing and GM roles | N/D | Upstream/downstream leadership in medtech |
| Kendall, Inc. | Marketing roles | N/D | Early commercial roles in healthcare products |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edwards Lifesciences | Director | Since July 2020 | Board oversight at leading structural heart/critical care company |
| Asensus Surgical, Inc. | Chairman of the Board | 2013–2021 | Governance through robotics surgery transition period |
| Misonix, Inc. | Chairman of the Board | 2019–2021 | Led board through integration and strategy |
| Thoratec Corporation | Chairman of the Board | 2009–2015 | Guided company to sale to St. Jude Medical |
| Mass General Brigham | Chairman, Innovation Advisory Board | Since 2015 | Translational innovation advisory leadership |
| MDMA | Board and Chairman (prior service) | N/D | Industry advocacy for medtech |
| AdvaMed | Board and Executive Committee (prior service) | N/D | Policy and industry standards influence |
Fixed Compensation
| Component | FY/Effective | Amount/Terms | Notes |
|---|---|---|---|
| Base Salary (CEO) | Effective Jan 9, 2025 | $725,000 | At‑will employment |
| Target Bonus (CEO) | Effective Jan 9, 2025 | 70% of base salary | Performance-objective based |
| 2024 Director cash fees (pre‑CEO) | FY 2024 | $52,916 | As non‑employee director/advisor in 2024 prior to CEO appointment |
Performance Compensation
| Instrument / Metric | Weighting | Targets / Triggers | Payout/Status | Vesting Mechanics |
|---|---|---|---|---|
| Start Date Option – Total 1,500,000 shares | 100% | Granted per CEO agreement | N/D | See breakdown below |
| Time‑based tranche | 7.5% (112,500 sh) | Vests 3rd anniversary of Jan 9, 2025 | N/A | Cliff on 3rd anniversary |
| Time‑based tranche | 22.5% (337,500 sh) | Vests 4th anniversary of Jan 9, 2025 | N/A | Cliff on 4th anniversary |
| Performance tranche A | 10% (150,000 sh) | Market cap ≥ $3.0B for 270 consecutive days AND ≥ $48M TTM GAAP product revenue | N/A | Vests upon both conditions |
| Performance tranche B | 10% (150,000 sh) | Market cap ≥ $4.0B for 270 days AND ≥ $115M TTM GAAP product revenue with 10% GAAP operating margin | N/A | Vests upon both conditions |
| Performance tranche C | 10% (150,000 sh) | Market cap ≥ $5.0B for 270 days AND ≥ $175M TTM GAAP product revenue with 15% GAAP operating margin | N/A | Vests upon both conditions |
| Performance tranche D | 20% (300,000 sh) | Market cap ≥ $6.0B for 270 days AND ≥ $300M TTM GAAP product revenue with 70% GAAP gross margin and 20% GAAP operating margin | N/A | Vests upon both conditions |
| Performance tranche E | 20% (300,000 sh) | Market cap ≥ $9.0B for 270 days AND ≥ $500M TTM GAAP product revenue with 75% GAAP gross margin and 30% GAAP operating margin | N/A | Vests upon both conditions |
Change‑in‑Control (CIC) treatment for CEO awards: If involuntary termination within 12 months after a CIC, 100% of unvested equity vests; if terminated not in connection with a CIC, 12 months of forward vesting accelerates .
Equity Awards Detail (grants prior to CEO appointment)
| Grant | Grant Date | Shares | Exercise Price | Expiration | Vesting | Notes |
|---|---|---|---|---|---|---|
| Advisory Committee Option | Aug 9, 2024 | 200,000 | $15.65 | 8/9/2034 | 25% on next annual meeting; remainder monthly over 3 years; continues vesting as ex officio CEO | Subject to stockholder approval (ratified Sept 30, 2025); vesting continuity amended Jan 2025 |
| Director Service Option | Aug 9, 2024 | 50,000 | $15.65 | 8/9/2034 | 1/3 at 1‑year; remainder monthly over 2 years | Standard outside director schedule |
Equity Ownership & Alignment
| As of | Shares Owned | Right to Acquire (within 60 days) | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|
| Oct 22, 2025 | 0 | 93,750 | 93,750 | <1% | Based on Section 16/beneficial ownership table |
- Hedging/pledging: Company discloses an insider trading policy and adopted a Dodd‑Frank compliant clawback in 2023; no specific pledging disclosure identified for LaViolette .
- Outstanding award snapshots at 12/31/2024 show the 200,000 Advisory Committee and 50,000 director options (both unexercisable at that date) .
Employment Terms
- Employment start: CEO and President as of January 9, 2025; at‑will .
- Severance: If terminated without cause or resigns for good reason (non‑CIC) → 3 months base salary and COBRA reimbursement; if within 12 months post‑CIC → 12 months base salary and COBRA reimbursement .
- Equity acceleration: Non‑CIC termination → 12 months of forward vesting acceleration; CIC termination (within 12 months) → 100% acceleration of unvested equity .
- 280G protection: Best‑net after‑tax approach (cut‑down if beneficial) .
- Restrictive covenants: Standard inventions assignment, confidentiality, and non‑competition; standard indemnification .
Board Service, Governance, and Director Pay
- Roles: CEO, President, and Co‑Chairman; Robert W. Duggan serves as the other Co‑Chairman; Lead Independent Director: Manmeet S. Soni .
- Committee service history: Upon election in Aug 2024, LaViolette joined Audit, Nominating & Corporate Governance, and Strategic Advisory; he resigned from committees upon becoming CEO on Jan 9, 2025, remaining ex officio on the Strategic Advisory Committee .
- Board attendance and independence: In 2024, Board held five meetings; each director attended ≥75%. Four of six directors are independent under Nasdaq rules; LaViolette is not independent as CEO .
- Audit Committee compliance risk: Since Jan 9, 2025, Audit Committee has only two independent directors (below Nasdaq’s three‑member minimum); the Board is seeking to cure within the permitted period, but non‑compliance could lead to delisting action if not remedied .
- Director compensation (pre‑CEO): In FY2024, LaViolette received $52,916 in cash fees and $3,050,150 in option award grant‑date fair value as a non‑employee director/advisor before becoming CEO . Director pay policy was amended in Aug 2024, raising retainers and creating sizable Strategic Advisory Committee retainers and options (e.g., 200,000‑share initial Advisory Committee grant) .
Performance & Track Record Highlights
- Company pay-versus-performance disclosure notes compensation is tied to key product development milestones rather than financial/stock price performance; 2024 TSR index value of $72.97 (from 12/31/2020 = $100 base) and net loss of $53.6 million reported contextually by the company (preceding LaViolette’s CEO tenure) .
- Prior achievements include chairing Thoratec through its sale to St. Jude Medical and extensive operating leadership at Boston Scientific integrating multiple acquisitions .
Compensation Committee and Advisors
- Compensation Committee members: Manmeet S. Soni (Chair), Robert W. Duggan, Richard A. van den Broek .
- Consultant: Compensia assisted with peer group and program design in 2023–2024; the committee disclosed no conflicts with the consultant .
Related Party Context (Governance Backdrop)
- Majority ownership: Robert W. Duggan beneficially owns ~72.1% of PLSE as of Oct 22, 2025, underscoring significant control dynamics at the board level .
- Board leadership structure: Separation of Co‑Chairman roles and CEO role across two individuals (LaViolette and Duggan), with a Lead Independent Director to balance governance .
Investment Implications
- Incentive alignment: The CEO’s 1.5 million‑share option is highly back‑end weighted with aggressive multi‑year performance triggers (market cap and profitability thresholds) before substantial vesting occurs—aligning rewards with scaled commercialization and operating leverage rather than near‑term time‑vesting .
- Selling pressure/vesting overhang: Near‑term exercisability appears modest (93,750 shares within 60 days as of Oct 22, 2025), with major cliffs at the 3rd and 4th anniversaries and performance hurdles thereafter, limiting immediate insider supply but creating meaningful long‑term equity overhang tied to ambitious milestones .
- Retention risk/contract economics: Non‑CIC severance is relatively conservative (3 months base), increasing to 12 months only upon CIC—this structure incentivizes value‑creating outcomes while tempering cash severance costs; full equity acceleration on CIC termination strengthens retention through a transaction .
- Governance considerations: Dual role as CEO and Co‑Chair with a dominant shareholder as the other Co‑Chair may raise independence optics; presence of a Lead Independent Director and independent committees partially mitigates. The Audit Committee composition shortfall poses a listing risk if not cured within Nasdaq’s grace period .
- Pay program transparency: The company explicitly states executive pay is tied to development milestones rather than financial metrics, increasing the importance of monitoring disclosed operational milestones and regulatory/commercial execution tied to vesting .