Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On June 20, 2025, Rebecca Kuhn departed from her position as Chief Financial Officer and Vice President, Finance and Administration of NeuroPace, Inc. (the “Company”) and will transition to the role of Senior Strategic Advisor—Finance, effective as of June 20, 2025 (the “Transition Date”).
In connection with her resignation, Ms. Kuhn and the Company entered into a separation agreement, dated June 24, 2025 (the “Separation Agreement”), pursuant to which Ms. Kuhn will provide consulting services to NeuroPace from the Transition Date through June 19, 2026 (the “Consulting Period”).
The Separation Agreement also sets forth the severance benefits following a termination of employment with the Company pursuant to the Company’s Officer Severance Benefit Plan, which includes cash severance benefits equal to the sum of 12 months of Ms. Kuhn’s base salary, payable in the form of salary continuation over a twelve-month period, as well as reimbursement of up to 18 months of COBRA premiums. Ms. Kuhn will also receive an additional one-time cash payment of $88,885, which is equivalent to the 2025 bonus, pro-rated for her partial year of service, to be paid on the first regular payroll date following the Transition Date. In addition, Ms. Kuhn’s outstanding equity awards will continue to vest during the Consulting Period. All vested awards held by Ms. Kuhn as of the Transition Date will remain outstanding and exercisable in accordance with the terms and conditions of the applicable award agreements. The severance payments and the one-time cash payment will be contingent on Ms. Kuhn providing a general release of claims.
The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Appointment of Chief Financial Officer
In connection with the transition of the Chief Financial Officer role, the Company has appointed Patrick F. Williams as Chief Financial Officer, effective as of the Transition Date. Mr. Williams will also serve as the Company’s principal financial officer and principal accounting officer.
Mr. Williams, age 52, joins NeuroPace with over 25 years of financial and operational management experience with public companies. Mr. Williams most recently served as Chief Financial Officer of STAAR Surgical, a leading developer, manufacturer and marketer of implantable lenses and companion delivery systems for the eye. As Chief Financial Officer of Staar Surgical, Mr. Williams oversaw worldwide finance operations for the company, which reported net sales of more than $300 million in 2024. Prior to STAAR Surgical, Mr. Williams was Chief Financial Officer at Sientra, thereafter transitioning to the General Manager of the miraDry® business unit. Before joining Sientra, Mr. Williams served as Chief Financial Officer of ZELTIQ Aesthetics, Inc., a publicly-traded medical device company that was acquired in 2017. Mr. Williams has also served as Vice President at NuVasive, Inc., a San Diego-based medical device company, in strategy, finance and investor relations roles. Mr. Williams earned a B.A. in Economics from U.C. San Diego and an M.B.A from San Diego State University.
Pursuant to the terms of the Offer Letter and Employment Agreement (the “Offer Letter”), between Mr. Williams and the Company, Mr. Williams’s base salary will be $500,000 per year and his annual target bonus will be 60% of his base salary. Bonus amounts will be determined based upon achievement of goals agreed upon with the Board of Directors. Pursuant to the Offer letter, Mr. Williams will be granted sign-on equity awards in the form of restricted stock units representing 10,370 shares of the Company’s common stock and stock options to purchase 17,600 shares of the Company’s common stock with an exercise price equal to the fair market value on the date of the grant (collectively, the “Sign-on Awards”). Mr. Williams will also receive a new hire equity award in the form of restricted stock units representing 41,480 shares of the Company’s common stock and stock options to purchase 70,350 shares of the Company’s common stock with an exercise price equal to the fair market value on the date of the grant (the “New Hire Awards” and collectively with the Sign-on Awards, the “Equity Awards”). Twenty-five percent (25%) of the shares subject to the Equity Awards will vest on the respective one-year anniversaries of the dates of grant, with the balances of the shares respectively vesting quarterly over the following three (3) years, subject to Mr. Williams’s continued service with the Company through each such vesting date.
Mr. Williams is eligible to participate in the employee benefit plans generally available to the Company’s employees and is subject to customary confidentiality covenants, and he is also eligible for severance benefits under the Company’s Officer Severance Benefit Plan.
