CERIBELL INC (CBLL)
Sector: Health Care
2026 Annual Meeting Analysis
CERIBELL INC · Meeting: June 2, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Dr. Parvizi is a co-founder and Chief Medical Advisor with deep neurology expertise; the company's 3-year stock return of -16% underperforms the IHI — iShares US Medical Devices ETF by only 13.4 percentage points, which is below the 30-point threshold needed to trigger a vote against under our policy for companies with negative absolute returns, so no TSR concern applies.
Ms. Robertson has served since 2017 and brings extensive medical device and venture capital experience; the 3-year stock underperformance versus IHI — iShares US Medical Devices ETF is only 13.4 percentage points, well below the 30-point trigger threshold for companies with negative absolute TSR, and she holds no excessive outside board commitments.
Both nominees are well-qualified for a medical device company board; the TSR underperformance trigger does not fire because Ceribell's 3-year return of -16% trails the IHI — iShares US Medical Devices ETF by only 13.4 percentage points, which is below the 30-point threshold applicable when absolute returns are negative, so both nominees receive a FOR vote.
Say on Pay
✓ FORCEO
Xingjuan (Jane) Chao, Ph.D.
Total Comp
N/A
Prior Support
N/A
Ceribell is an emerging growth company and is not required to hold a Say on Pay vote; no such proposal appears on the 2026 ballot, so this proposal type is absent from the filing. The CEO's total reported compensation of approximately $4.6 million for 2025 — split across base salary, stock awards, stock options, and a performance bonus — reflects a pay mix that is heavily weighted toward variable, at-risk pay (salary represents roughly 14% of total compensation), which is consistent with good pay-for-performance practice. Because no Say on Pay vote is presented, no vote determination is required.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
3 yrs
Audit Fees
$1,312,355
Non-Audit Fees
$2,000
PwC's non-audit fees (just a $2,000 annual subscription to accounting literature) are a tiny fraction of audit fees — well under the 50% threshold that would raise independence concerns — and PwC has only audited Ceribell since 2022, so tenure is not a concern; a FOR vote is appropriate.
Overall Assessment
The 2026 Ceribell annual meeting presents only two formal proposals: electing two Class II directors and ratifying PwC as auditor; there is no Say on Pay vote because the company qualifies as an emerging growth company. Both director nominees and the auditor ratification pass all policy screens, resulting in FOR votes across the board.