NEUROPACE INC (NPCE)
Sector: Health Care
2026 Annual Meeting Analysis
NEUROPACE INC · Meeting: June 5, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of each of Lisa Andrade and Scott Huennekens as a Class II director, each to hold office until the 2029 Annual Meeting of Stockholders
NeuroPace's 3-year stock return of +243.9% dramatically outperforms the IHI — iShares US Medical Devices ETF (which returned -7.2% over the same period) by +251.1 percentage points, far exceeding the 65-percentage-point threshold required to trigger an against vote for a director during a period of strong positive returns; Ms. Andrade also brings relevant medical device industry experience and has met the 75% meeting attendance requirement.
Mr. Huennekens was appointed to the board in January 2025 and has been a director for less than 24 months, making him exempt from the stock performance trigger under our policy; he also brings extensive medical device industry leadership experience and is independent.
Both director nominees pass all policy screens: the TSR trigger does not fire because NPCE has outperformed the IHI — iShares US Medical Devices ETF by +251.1 percentage points over three years (well above the 65pp threshold for strong-positive-return companies), and Mr. Huennekens is additionally exempt as a director appointed within the past 24 months. Neither nominee is overboarded, both are independent, and meeting attendance was satisfactory for all directors.
Say on Pay
✓ FORCEO
Joel Becker
Total Comp
$2,408,566
Prior Support
N/A
CEO Joel Becker received total compensation of approximately $2.4 million in 2025, which is reasonable for a CEO at a medical device company with a market cap of approximately $551 million. The pay structure is appropriately weighted toward variable pay — base salary of $567,567 represents about 24% of total compensation, well below the 40% fixed-pay ceiling, with the remaining 76% coming from performance-based bonuses and equity awards that are tied to measurable revenue and operating loss targets. The company's 3-year stock return of +243.9% substantially outperforms the IHI — iShares US Medical Devices ETF at -7.2%, confirming that incentive pay is aligned with strong shareholder outcomes. The company also has a clawback policy in place that complies with SEC and Nasdaq requirements.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
27 yrs
Audit Fees
$1,065,000
Non-Audit Fees
$2,000
PwC has audited NeuroPace's financial statements since 1999 — a tenure of approximately 27 years — which exceeds the 25-year threshold in our policy that triggers a no vote on auditor ratification. While the non-audit fee ratio is negligible (only $2,000 in other fees versus $1,065,000 in audit fees, well below the 50% threshold), the proxy does not provide a specific and compelling rationale for continuing with the same auditor after such a long relationship, such as disclosure of a recent lead partner rotation plan or exceptional audit quality metrics. A fresh auditor perspective would better serve shareholder interests.
Overall Assessment
The 2026 NeuroPace annual meeting ballot contains two straightforward proposals — director elections and auditor ratification — with no say-on-pay vote or stockholder proposals on the agenda. Both director nominees receive a FOR vote given the company's exceptional stock performance relative to the IHI — iShares US Medical Devices ETF, but PwC's 27-year tenure as auditor without a disclosed rotation plan triggers an AGAINST vote on ratification under our long-tenure policy.