EBRCZ DEF 14A

EBR Systems, Inc. (EBRCZ)

DEF 14A 2026-03-26 For: 2026-05-06

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Added on June 12, 2026

Proposals	Page	Board Recommendation
Election of directors	9	For each director nominee
Approval of addition of 18,010,366 shares of Common Stock reserved for issuance under the 2021 Plan, by operation of the “evergreen” provision, and the issue of securities under the 2021 Plan	17	For
Approval of grant of options to Mr. McCutcheon	27	For
Approval of grant of options to Mr. Will	30	For
Approval of grant of options to Ms. Drexler	30	For
Approval of grant of options to Mr. Moody	30	For
Approval of grant of options to Dr. Steinhaus	30	For
Approval of grant of options to the Nominated Holding of Dr. Evans	36	For
Approval of grant of options to the Nominated Holding of Dr. Nave	36	For

	Australian Eastern Time	U.S. Pacific Time
Date of annual meeting	May 7, 2026, at 9:00am (Australian Eastern Standard Time)	May 6, 2026, at 4:00pm (U.S. Pacific Daylight Time)
Eligibility to vote	March 9, 2026, at 7:00 pm (Australian Eastern Daylight Time)	March 9, 2026, at 1:00 am (U.S. Pacific Daylight Time)
Last date to submit questions to the Company in advance	April 30, 2026	April 29, 2026
Last date to submit CDI voting form	May 3, 2026, at 9:00am (Australian Eastern Standard Time)	May 2, 2026, at 4:00pm (U.S. Pacific Daylight Time)
Last date to submit Proxy Voting form	May 5, 2026, at 9:00am (Australian Eastern Standard Time)	May 4, 2026, at 4:00pm (U.S. Pacific Daylight Time)

		Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING		1
PROPOSAL 1 ELECTION OF DIRECTORS		9
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		11
Independence of the Board of Directors		11
Board Leadership		12
Role of the Board in Risk Oversight		12
Meetings of the Board of Directors		12
Information Regarding Committees of the Board of Directors		12
Communications with the Board of Directors		16
Code of Conduct		16
Corporate Governance Statement		16
Securities Trading Policy		16
Hedging Policy		16
PROPOSAL 2 APPROVAL OF AN INCREASE IN THE SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE 2021 PLAN AND THE ISSUANCE OF SECURITIES UNDER THE 2021 PLAN		17
PROPOSAL 3 APPROVAL OF GRANT OF OPTIONS TO MR. JOHN MCCUTCHEON, PRESIDENT, CEO AND A DIRECTOR OF THE COMPANY		27
PROPOSAL 4 APPROVAL OF GRANT OF OPTIONS TO MR. ALLAN WILL, EXECUTIVE CHAIRMAN AND A DIRECTOR OF THE COMPANY		30
PROPOSAL 5 APPROVAL OF GRANT OF OPTIONS TO MS. KAREN DREXLER, NON-EXECUTIVE DIRECTOR OF THE COMPANY		30
PROPOSAL 6 APPROVAL OF GRANT OF OPTIONS TO MR. TREVOR MOODY, NON-EXECUTIVE DIRECTOR OF THE COMPANY		30
PROPOSAL 7 APPROVAL OF GRANT OF OPTIONS TO DR. DAVID STEINHAUS, NON-EXECUTIVE DIRECTOR OF THE COMPANY		30
PROPOSAL 8 APPROVAL OF GRANT OF OPTIONS TO A HOLDING NOMINATED BY DR. BRONWYN EVANS, NON-EXECUTIVE DIRECTOR OF THE COMPANY		36
PROPOSAL 9 APPROVAL OF GRANT OF OPTIONS TO AN ENTITY NOMINATED BY DR. CHRISTOPHER NAVE, NON-EXECUTIVE DIRECTOR OF THE COMPANY		36
EXECUTIVE OFFICERS		40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		41
EXECUTIVE COMPENSATION		43
Summary Compensation Table		43
Outstanding Equity Awards at Fiscal Year End		45
Potential Payments and Benefits Upon Termination or Change in Control		46
Director Compensation		48
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information		49
Equity Compensation Plan Information		50
TRANSACTIONS WITH RELATED PERSONS		50
Related Person Transactions Policy and Procedures		50
Certain Related Person Transactions		50
Indemnification		51
Delinquent Section 16(a) Reports		51
PRINCIPAL ACCOUNTANT FEES AND SERVICES		51
HOUSEHOLDING OF PROXY MATERIALS		52
STATUS OF CDIs		52
OTHER MATTERS		53

	Proposals	Vote Required for Approval	Effect of Abstentions	Effect of Broker Non-Votes
1	Election of directors	Nominee receiving the most “For” votes	Not applicable	No effect
2	Approval of addition of 18,010,366 shares of Common Stock reserved for issuance under the 2021 Plan, by operation of “evergreen” provision, and the issue of securities under the 2021 Plan	The affirmative vote of the majority of the shares present or represented by proxy at the virtual meeting and entitled to vote	Against	No effect
3	Approval of grant of options to Mr. McCutcheon	The affirmative vote of the majority of the shares present or represented by proxy at the virtual meeting and entitled to vote	Against	No effect
4	Approval of grant of options to Mr. Will	The affirmative vote of the majority of the shares present or represented by proxy at the virtual meeting and entitled to vote	Against	No effect
5	Approval of grant of options to Ms. Drexler	The affirmative vote of the majority of the shares present or represented by proxy at the virtual meeting and entitled to vote	Against	No effect
6	Approval of grant of options to Mr. Moody	The affirmative vote of the majority of the shares present or represented by proxy at the virtual meeting and entitled to vote	Against	No effect
7	Approval of grant of options to Dr. Steinhaus	The affirmative vote of the majority of the shares present or represented by proxy at the virtual meeting and entitled to vote	Against	No effect

8	Approval of grant of options to a nominated holding of Dr. Evans	The affirmative vote of the majority of the shares present or represented by proxy at the virtual meeting and entitled to vote	Against	No effect
9	Approval of grant of options to a nominated holding of Dr. Nave	The affirmative vote of the majority of the shares present or represented by proxy at the virtual meeting and entitled to vote	Against	No effect

Name	Audit and Risk			Nomination and Remuneration
Karen Drexler	X			X		*
Bronwyn Evans	X		*
Trevor Moody				X
John McCutcheon
Christopher Nave
David Steinhaus ^(a)	X			X
Allan Will
Total meetings in fiscal 2025		4			5

*	Committee Chairperson
^(a)	Dr. Steinhaus joined the Nomination and Remuneration Committee in March 2025 and attended all of the meetings held during the portion of the year for which he was a committee member.

Name and Position	Number of Shares
John McCutcheon, President and Chief Executive Officer		1,884,615	⁽¹⁾⁽²⁾
Gary Doherty, Chief Financial Officer		-	⁽²⁾
Erik Strandberg, Chief Commercial Officer		-	⁽²⁾
All current executive officers as a group		-	⁽²⁾
All current directors who are not executive officers as a group		1,884,615	⁽¹⁾⁽²⁾
All employees, including current officers who are not executive officers, as a group		421,052	⁽²⁾⁽³⁾

Recipient	Options will be granted to Mr. McCutcheon, President, CEO and a Director of the Company and therefore falls within the category of person listed in ASX Listing Rule 10.14.1.

Mr. McCutcheon’s current total remuneration package for 2026	A base salary of US$572,045, a target cash bonus of up to US$400,432 (if the maximum performance threshold is met), long-term incentive of options with a Black-Scholes option pricing model value of up to US$716,154 (calculated as described below and subject to stockholder approval of this Proposal 3).

Number of Securities previously granted under the 2021 Plan and its predecessor plan	· 5,996,154 options with an exercise price of US$0.14 per share with an expiry date of November 12, 2029. · 1,025,000 options with an exercise price of US$0.12 per share with an expiry date of October 27, 2029. · 1,185,184 options with an exercise price of US$0.12 per share with an expiry date of January 27, 2031. · 304,719 options with an exercise price of US$0.7992 per share with an expiry date of November 21, 2031. · 675,000 options with an exercise price of US$0.44 per share with an expiry date of April 3, 2033.

	· 1,590,000 options at an exercise price of US$0.55 per share with an expiry date of March 20, 2034. · 1,884,615 options at an exercise price of US$1.04 per share with an expiry date of March 17, 2035 Being a total of 12,660,672 options. No consideration was paid for the grant of the above options.

Why this type of security is being used	It is market practice in the U.S. for executive compensation to include an equity component (commonly options and/or RSUs) to incentivize the retain individuals and align their interest with the interest of the stockholders. The proposed grant of options to Mr. McCutcheon is a cost-effective way to incentivize and retain Mr. McCutcheon. Mr. McCutheon will not receive any loan from the company in connection with the grant of options.
Date of issue of options	If the stockholders approve Proposal 3, the Company will proceed with the issuance of the Options to Mr. McCutcheon on the date of the Annual Meeting.

Exercise price of options!	The Company will issue the options to Mr. McCutcheon under the 2021 Plan for nil cash consideration, with an exercise price of US$0.61, being the closing sale price of a CDI on ASX as of the immediately preceding trading day prior to the calculation date of December 8, 2025 (“Calculation Date”) converted from Australian dollars to US dollars using the prevailing exchange rate.

Number of options to be granted and how that number was determined	The value of the options proposed to be issued to Mr. McCutcheon is US$716,154 (“LTI Grant Value”), equal to 125% of Mr McCutcheon’s current base salary. The LTI Grant Value is calculated by using the Black-Scholes value of an option assuming an exercise price per option equal to the closing price of a CDI as of the Calculation Date, converted from Australian dollars to U.S. dollars using the prevailing exchange rate. The Black-Scholes value was US$0.38, meaning the number of options to be issued to Mr. McCutcheon is 1,884,615. The above information has not been adjusted to reflect any reverse stock split that the Company may effect. If the above number of options is not evenly divisible by the split ratio ultimately determined by the Board, the Company will round up the underlying shares to the nearest whole number. For example, if there is a 1-for-10 reverse stock split and the CDI to share ratio changes to 10-to-1 as a result, Mr. McCutcheon will be granted 188,462 options, equivalent to 1,884,620 CDIs.

Summary of material terms of options and the 2021 Plan	The options will vest monthly in equal tranches over four years from the date of the Annual Meeting, subject to Mr. McCutcheon’s continuous service as of each vesting date. The options will be issued on terms and conditions set out in the 2021 Plan, a summary of which is provided in Proposal 2 in this Proxy Statement.

Recipient Grants	Options will be granted to the four Directors, namely, Mr. Will, Ms. Drexler, Mr. Moody, and Dr. Steinhaus, who each fall within the category of person listed in ASX Listing Rule 10.14.1.

Why this type of security is being used	The Nomination and Remuneration Committee believes that directors should maintain a meaningful level of share ownership to further align their interest with those of the Company’s stockholders and should receive compensation in line with market standards. The options awards are proposed for the four Directors in lieu of a higher cash remuneration in order to preserve the Company’s cash, as is common practice in the U.S.

Date of issue of options	If and to the extent stockholders approve Proposals 4 to 7 (inclusive), the Company will proceed with issuing the options on the date of the Annual Meeting.

Exercise price of options	The Company will issue the options to four Directors under the 2021 Plan for nil cash consideration, with an exercise price of US$0.61, being the closing sale price of a CDI on ASX as of the immediately preceding trading day prior to the Calculation Date converted from Australian dollars to US dollars using the prevailing exchange rate.
Number of options to be granted	· Mr. Will, 421,052 options, having a value of US$160,000 calculated as described below; · Ms. Drexler, 342,105 options, having a value of US$130,000 calculated as described below; · Mr. Moody, 342,105 options, having a value of US$130,000 calculated as described below; and · Dr. Steinhaus, 342,105 options, having a value of US$130,000 calculated as described below; The option is calculated by using the Black-Scholes value of an option assuming an exercise price per option equal to the closing price of a CDI as of Calculation Date, converted from Australian dollars to U.S. dollars using the prevailing exchange rate. The Black-Scholes value was US$0.38. The four Directors will not receive any loan from the Company in connection with the grant of options. The above information has not been adjusted to reflect any reverse stock split that the Company may effect. If the above number of options is not evenly divisible by the split ratio ultimately determined by the Board, the Company will round up the underlying shares to the nearest whole number. For example, if there is a 1-for-10 reverse stock split and the CDI to share ratio changes to 10-to-1 as a result, Mr. Will will be granted 42,106 options, equivalent to 421,060 CDIs, and the other directors will be granted 34,211 options, equivalent to 342,110 CDIs.

Summary of material terms of options and the 2021 Plan	The options will vest monthly in equal tranches over twelve months from the date of the Annual Meeting, subject to each of the four Director’s continuous service as at each vesting date. The options will be deemed fully-vested if the director’s term concludes at the 2027 annual stockholders’ meeting, even if such meeting occurs less than twelve months from this year’s Annual meeting. Consistent with the guidance contained in ASX Corporate Governance Recommendations, no performance hurdles are attached to the options to be issued to the non-executive directors. The options will be issued on terms and conditions set out in the 2021 Plan, a summary of which is provided in Proposal 2 in this Proxy Statement.

Current total remuneration package for 2026	Mr. Will	Director Fees (including Board Chair): US$127,500 cash; and options with a value of US$160,000 subject to stockholder approval of Proposal 4.

	Ms. Drexler	Director Fees (including Chair of the Nomination & Remuneration Committee, and membership of the Audit and Risk Committee): US$76,250 cash; and options with a value of US$130,000 subject to stockholder approval of Proposal 5.

	Mr. Moody	Director Fees (including membership of the Nomination & Remuneration Committee): US$58,750 cash; and options with a value of US$130,000 subject to stockholder approval of Proposal 6.

	Dr. Steinhaus	Director Fees (including membership of the Nomination & Remuneration Committee and Audit and Risk Committee): US$67,500 cash; and options with a value of US$130,000 subject to stockholder approval of Proposal 7.

Number of Securities previously granted under the 2021 Plan and its predecessor plan	Mr. Will	• 2,305,564 options at an exercise price of US$0.14 per share (of which 110,000 options were exercised during fiscal year 2024) with an expiry date of November 12, 2029. • 171,121 options at an exercise price of US$0.80 per share with an expiry date of November 21, 2031. • 182,159 options at an exercise price of US$0.44 per share with an expiry date of April 3, 2033.

		• 163,637 options at an exercise price of US$0.55 per share with an expiry date of March 20, 2034. • 214,844 options at an exercise price of US$1.04 per share with an expiry date of March 17, 2035. Being a total of 3,095,825 options. No consideration was paid for the grant of the above options.

	Ms. Drexler	• 100,100 options at an exercise price of US$0.80 per share with an expiry date of November 21, 2031. • 182,159 options at an exercise price of US$0.44 per share with an expiry date of April 3, 2033. • 163,637 options at an exercise price of US$0.55 per share with an expiry date of March 20, 2034. • 175,781 options at an exercise price of US$1.04 per share with an expiry date of March 17, 2035. Being a total of 621,677 options. No consideration was paid for the grant of the above options.

	Mr. Moody	• 182,159 options at an exercise price of US$0.44 per share with an expiry date of April 3, 2033. • 163,637 options at an exercise price of US$0.55 per share with an expiry date of March 20, 2034. • 175,781 options at an exercise price of US$1.04 per share with an expiry date of March 17, 2035. Being a total of 521,577 options. No consideration was paid for the grant of the above options. Prior to the issue of the above options Mr. Moody had not received any securities under the 2021 Plan. However, the Company previously issued 100,100 options to Australian MedTech services Pty Ltd at an exercise price of US$0.80 per share with an expiry date of November 21, 2031. At the time, Mr. Moddy was a director of Australian Medtech Services Pty Ltd and his management consultancy, TM Strategic LLC, was a shareholder. This option was not made under the 2021 Plan or the processor plan.

Recipient Grants	Options will be granted to the Nominated Holding of Dr. Evans, and the Nominated Entity of Dr. Nave.

Why this type of security is being used	The Nomination and Remuneration Committee believes that directors should maintain a meaningful level of share ownership to further align their interest with those of the Company’s stockholders and should receive compensation in line with market standards. The option awards are proposed for the Nominated Holding of Dr. Evans, and the Nominated Entity of Dr. Nave in lieu of a higher cash remuneration in order to preserve the Company’s cash, as is common practice in the U.S.
Date of issue of options	If and to the extent stockholders approve Proposals 8 to 9 (inclusive), the Company will proceed to issue the options on the date of the Annual Meeting.

Exercise price of options	The Company will issue the options to the Nominated Holding of Dr. Evans, and the Nominated Entity of Dr. Nave outside the 2021 Plan for nil cash consideration, with an exercise price of US$0.61, being the closing sale price of a CDI on ASX as of the immediately preceding trading day prior to the Calculation Date converted from Australian dollars to US dollars using the prevailing exchange rate.
Number of options to be granted	· The Nominated Holdings of Dr. Evans, 342,105 options, having a value of US$130,000 calculated as described below; · The Nominated Entity of Dr. Nave, 342,105 options, having a value of US$130,000 calculated as described below;

	The option is calculated by using the Black-Scholes value of an option assuming an exercise price per option equal to the closing price of a CDI as of Calculation Date, converted from Australian dollars to U.S. dollars using the prevailing exchange rate. The Black-Scholes value was US$0.38. The Nominated Holding of Dr Evans and the Nominated Entity of Dr Nave will not receive any loan from the Company in connection with the grant of options. The above information has not been adjusted to reflect any reverse stock split that the Company may effect. If the above number of options is not evenly divisible by the split ratio ultimately determined by the Board, the Company will round up the underlying shares to the nearest whole number. For example, if there is a 1-for-10 reverse stock split and the CDI to share ratio changes to 10-to-1 as a result, the Nominees will be granted 34,211 options each, equivalent to 342,110 CDIs.

Summary of material terms of options	The options will vest monthly in equal tranches over twelve months from the date of the Annual Meeting, subject to Dr. Evans, and Dr. Nave’s continuous service as at each vesting date. The options will be deemed fully-vested if the director’s term concludes at the 2027 annual stockholders’ meeting, even if such meeting occurs less than twelve months from this year’s Annual Meeting. Consistent with the guidance contained in ASX Corporate Governance Recommendations, no performance hurdles are attached to the options to be issued to the non-executive Directors. The options will be issued on terms and conditions set out in the 2021 Plan, a summary of which is provided in Proposal 2 in this Proxy Statement.

Current total remuneration package for 2026	Dr. Evans	Director Fees (including Chair of the Audit & Risk Committee): US$67,500 cash, inclusive of statutory superannuation; and options with a value of US$130,000 subject to stockholder approval of Proposal 9.

	Dr. Nave	Director Fees: US$50,000 cash inclusive of statutory superannuation; and options with a value of US$130,000 subject to stockholder approval of Proposal 10. Dr. Nave has directed the Company to pay his director fees to BCP3 Pty Ltd, a company in which Dr. Nave is Managing Director and shareholder.

Name	Age	Position(s) with the Company
Executive Officers
John McCutcheon	65	President, Chief Executive Officer, Director
Gary Doherty	60	Chief Financial Officer
Erik Strandberg	47	Chief Commercial Officer
Michael Hendricksen	52	Chief Operating Officer

For Mr. McCutcheon’s biography, see “Proposal 1 Election of Directors” above.

Name and address of Beneficial Owner	Number of Shares Beneficially Owned (#)		Percentage of Shares Beneficially Owned (%)
Named Executive Officers and Directors:
John McCutcheon ⁽¹⁾		10,197,009		2.21	%
Gary W. Doherty ⁽²⁾		2,550,206		*
Erik Strandberg ⁽³⁾		857,833		*
Allan Will ⁽⁴⁾		9,755,157		2.15	%
Bronwyn Evans ⁽⁵⁾		812,811		*
Trevor Moody ⁽⁶⁾		1,461,046		*
Christopher Nave ⁽⁷⁾		607,028		*
David Steinhaus ⁽⁸⁾		607,028		*
Karen Drexler ⁽⁹⁾		607,028		*
All directors and executive officers as a group (10 persons)⁽¹⁰⁾		29,378,062		6.22	%
All Other Greater than 5% Owners:
Entities Affiliated with H.E.S.T. Australia Ltd. ⁽¹¹⁾		36,581,484		8.07	%
Entities Affiliated with Host-Plus Pty Ltd ⁽¹²⁾		45,915,158		10.12	%
Entities Affiliated with M.H. Carnegie Funds ⁽¹³⁾		47,221,414		10.34	%
Entities Affiliated with Split Rock Partners ⁽¹⁴⁾		29,375,659		6.48	%

^*	Less than 1%
⁽¹⁾	Consists of 10,197,009 shares issuable pursuant to a stock option exercisable within 60 days after March 9, 2026.
⁽²⁾	Consists of 2,550,206 shares issuable pursuant to a stock option exercisable within 60 days from March 9, 2026.
⁽³⁾	Consists of 857,833 shares issuable pursuant to a stock option exercisable within 60 days after March 9, 2026.
⁽⁴⁾	Consists of (a) 5,995,724 CDIs held by Allan R. Will Trust U/A Dtd 6/14/2012, Allan R. Will TTEE, (b) 600,000 CDIs held by Taphne Lux, (c) 2,909,421 shares issuable pursuant to a stock option exercisable within 60 days after March 9, 2026, and (d) 250,012 shares issuable upon exercise of certain warrants issued to Allan R. Will Trust U/A Dtd 6/14/2012, Allan R. Will TTEE.
⁽⁵⁾	Consists of (a) 551,579 CDIs held by Peter Douglas Gordan and Dr. Bronwyn Joy Evans, (b) 261,232 shares issuable pursuant to a stock option exercisable within 60 days after March 9, 2026.
⁽⁶⁾	Consists of (a) 506,928 shares issuable pursuant to a stock option exercisable within 60 days after March 9, 2026, (b) 100,100 shares issuable pursuant to a stock option exercisable within 60 days of March 9, 2026, held by Australian Medtech Services Pty Ltd, and (c) 854,018 shares issuable upon exercise of certain warrants issued to M. H. Carnegie & Co. Pty Ltd on behalf of Mr. Moody.

⁽⁷⁾	Consists of 607,028 shares of Common Stock issuable upon the exercise of stock options held by MRCF BTF Service (BCPIT) Pty Ltd as trustee for the MRCF BTF (BCP Investment) Trust (“MRCF BTF (BCPIT”) that are exercisable within 60 days of March 9, 2026.
⁽⁸⁾	Consists of 607,028 shares issuable pursuant to a stock option exercisable within 60 days after March 9, 2026, held of record by David M. Steinhaus Revocable Trust dated January 20, 2004, as amended and restated.
⁽⁹⁾	Consists of 607,028 shares issuable pursuant to a stock option exercisable within 60 days after March 9, 2026.
⁽¹⁰⁾	Consists of (a) 7,147,303 CDIs held by our current directors and executive officers, (b) 21,126,729 shares issuable pursuant to stock options exercisable within 60 days after March 9, 2026, and (c) 1,104,030 shares issuable upon exercise of certain warrants.
⁽¹¹⁾	The indicated ownership is based solely on a Schedule 13G/A filed with the SEC by H.E.S.T. Australia Ltd. (“HESTA”) on August 4, 2025, and, consequently, the beneficial ownership of the above-mentioned reporting person may have change since August 4, 2025. HESTA has sole voting and dispositive power with respect to 17,633,860 CDIs. HESTA is the beneficial owner of 15,875,392 CDIs and 3,072,232 shares of Common Stock issuable upon exercise of certain warrants held by MRCF3 Service (H) Pty Ltd ("MRCF3 Service (H)") on trust for MRCF3 (H) Trust. MRCF3 Service (H) is the trustee of MRCF3 (H) Trust. HESTA is the sole unitholder in MRCF3 (H) Trust. Pursuant to a Part B Management Agreement, dated April 22, 2015, among MRCF3 Service (H), BCP3 Pty Ltd and HESTA, HESTA may be deemed to share voting and investment power with respect to the CDIs and shares of Common Stock issuable upon exercise of certain warrants held by MRCF3 (H) Trust. The principal address for HESTA is Level 20, 2 Lonsdale Street, Melbourne, VIC 3000.
⁽¹²⁾	The indicated ownership is based solely on a Schedule 13G filed with the SEC by Host-Plus Pty Ltd as trustee for the HOSTPLUS Pooled Superannuation Trust (“Host-Plus”) on November 26, 2024, and, consequently, the beneficial ownership of the above-mentioned reporting person may have change since November 13, 2024. Consists of (a) 26,551,391 CDIs and 2,094,880 shares of Common Stock issuable upon exercise of certain warrants held by MRCF3 Service (HP) Pty Ltd ("MRCF3 Service (HP)") on trust for MRCF3 (HP) Trust; (b) 8,376,377 CDIs and 1,024,372 shares of Common Stock issuable upon exercise of certain warrants held by MRCF3 Service (SW) Pty Ltd ("MRCF3 Service (SW)") on trust for MRCF 3 (SW) Trust; and (c) 7,868,138 CDIs held by BB6 Service (HP) Coinvestment Trusco Pty Ltd ("BB6 Service (HP)") on trust for BCP (HP) Co-Investment Trust. Host-Plus is the sole unitholder in each of MRCF 3 (HP) Trust, MRCF 3 (SW) Trust and BCP (HP) Co-Investment Trust and has sole voting and investment power with respect to the securities held by each trust. The principal address for Host-Plus is Level 9, 114 William Street, Melbourne, VIC 3000.
⁽¹³⁾	The indicated ownership is based solely on a Schedule 13G filed with the SEC by : (i) M.H. Carnegie & Co. Pty Ltd (“MHCC”); (ii) Mark H. Carnegie; (iii) Carnegie Healthcare Fund LP (“CHF”); (iv) Carnegie Innovation Fund No 2 LP (“CIF2”); (v) MHC Fund Services B Pty Ltd (“MHC Co-Inv”); (vi) MHC Fund Services 2A Pty Ltd (“CPOF2A”); and (vii) M. Carnegie Pty Ltd (“MHCFT”) (collectively, the “Reporting Persons”) on November 14, 2024, and, consequently, the beneficial ownership of the above-mentioned reporting persons may have change since November 14, 2024. Consists of: (a) 14,952,663 CDIs held by CFH; (b) 14,162,839 CDIs held by CIF2; (c) 3,323,193 CDIs held by CPOF2A; (d) 7,833,287 CDIs held by MHC Co-Inv; (e) 784,209 CDIs held by MHCFT; (f) 2,401,671 shares issuable upon exercise of certain warrants issued to CHF; (g) 448,526 shares issuable upon exercise of certain warrants issued to CIF2; (h) 182,318 shares issuable upon exercise of certain warrants issued to MHCFT; (i) 1,182,101 shares issuable upon exercise of certain warrants issued to MHC Co-Inv; and (j) 1,950,607 shares issuable upon exercise of certain warrants issued to MHCC. MHCC and MHCFT are entities owned by Mr. Carnegie. MHCC is the investment manager of CHF, CIF2, MHC Co-Inv and CPOF2A. MHCC, the Carnegie Funds, and MHCFT may be referred to as the “entities affiliated with M.H. Carnegie & Co. and Mark Carnegie”. Mr. Carnegie as controlling member may be deemed to share voting and/or investment power over the shares beneficially owned by the entities affiliated with M.H. Carnegie & Co. and Mark Carnegie. In addition, Mr. Carnegie and Trevor Moody (a member of our Board of Directors) may be deemed to have share voting and/or investment power over 854,018 shares issuable upon exercise of warrants held by MHCC. The principal address for the Reporting Persons is Suite 210-F3, The Entertainment Quarter, 122 Lang Road, More Park, NSW 2021.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Option Awards ($) ⁽¹⁾		Non- Equity Incentive Plan Compensation ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)
John McCutcheon		2025		543,782		—		1,941,153		308,024		5,000		2,797,959
President and Chief Executive Officer		2024		518,750		—		588,300		316,272		—		1,423,322
Gary Doherty		2025		363,569		—		240,000		132,001		5,000		740,570
Chief Financial Officer		2024		347,752		—		130,000		142,280		—		630,032
Erik Strandberg ⁽⁴⁾		2025		373,788		—		192,000		192,525		2,875		761,188
Chief Commercial Officer		2024		229,242		90,667		650,000		—		—		970,489

⁽¹⁾	Amounts do not reflect dollar amounts actually received by our Named Executive Officers and instead, in accordance with SEC rules, represent the aggregate grant date fair values of option awards granted in 2025 as computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 718. See Note 11, Stock-based compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for a discussion of the assumptions used in the calculation of these amounts.
⁽²⁾	Amounts disclosed for 2025 under the “Non-Equity Incentive Plan Compensation” column represent the portion of the annual performance-based bonuses earned pursuant to objective performance criteria established as part of our annual performance-based bonus plan for the indicated year for the achievement of pre-established corporate and other goals. For further discussion on performance-based bonuses paid for 2025, see the sub-section entitled “2025 Annual Performance-Based Bonuses.”
⁽³⁾	Amounts disclosed under the “All Other Compensation” column represent the Company’s matching contribution under the EBR Systems, Inc. 401(k) Plan.
⁽⁴⁾	Mr. Strandberg has served as our Chief Commercial Officer since April 29, 2024.

Named Executive Officer	Target Award ($)		Actual Award ($)
John McCutcheon		385,030		308,024
Gary Doherty		165,001		132,001
Erik Strandberg		188,020		188,020

		Option Awards⁽¹⁾
Name	Vesting Start Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price⁽²⁾ ($)		Option Expiration Date
John McCutcheon	06/17/2019		5,996,154		—			0.14	11/12/2029
	10/26/2020		1,025,000		—			0.12	10/27/2030
	01/28/2021		1,185,174		—			0.12	01/27/2031
	11/22/2021		304,719		—			0.80	11/21/2031
	05/22/2023		435,937		239,063	⁽³⁾		0.44	04/03/2033
	05/29/2024		629,375		960,625	⁽³⁾		0.55	03/20/2034
	05/21/2025		274,839		1,609,776	⁽³⁾		1.04	03/17/2035
Gary W. Doherty	09/11/2023		2,035,159		1,582,903	⁽⁴⁾		0.54	09/13/2033
	07/18/2024		88,541		161,459	⁽³⁾		0.77	07/17/2034
	06/25/2025		62,500		437,500	⁽³⁾		0.75	06/24/2035
Erik Strandberg	04/29/2024		645,416		903,584	⁽⁴⁾		0.62	04/28/2034
	06/25/2025		50,000		350,000	⁽³⁾		0.75	06/24/2035

Position	Cash ($)		Option Awards ($)⁽¹⁾		Total ($)
Board Chair ⁽²⁾		77,500		25,000		102,000
Board Member		50,000		112,500		162,500
Committee Chair		17,500		—		17,500
Committee Member		8,750		—		8,750

Position	Option Awards ($)
Board Chair ⁽¹⁾		30,000
Board Member		130,000

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)⁽¹⁾		Total ($)
Allan Will ⁽²⁾		127,500		137,500		265,000
Karen Drexler ⁽³⁾		76,250		112,500		188,750
Bronwyn Evans ⁽⁴⁾		67,500		112,500		180,000
Trevor Moody ⁽⁵⁾		58,750		112,500		171,250
Christopher Nave ⁽⁶⁾		50,000		112,500		162,500
David Steinhaus ⁽⁷⁾		67,500		112,500		180,000

⁽¹⁾	The amounts shown represent the grant date fair values of option awards granted in 2025 as computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 718. See Note 12, Stock-based compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for a discussion of the assumptions used in the calculation of these amounts.
⁽²⁾	Mr. Will serves as our Executive Chairman of the Board and an annual salary for his service as Executive Chairman in addition to his board service fees. At December 31, 2025, Mr. Will had 2,985,825 outstanding options to purchase shares of Common Stock.
⁽³⁾	At December 31, 2025, Ms. Drexler had 621,677 outstanding options to purchase shares of Common Stock.
⁽⁴⁾	At December 31, 2025, Ms. Evans had 275,881 outstanding options to purchase shares of Common Stock, including 175,781 options held by a nominated holding.
⁽⁵⁾	At December 31, 2025, Mr. Moody had 621,677 outstanding options to purchase shares of Common Stock.
⁽⁶⁾	Mr. Nave has nominated his compensation and option awards to MRCF BTF Service (BCPIT) Pty Ltd as trustee for the MRCF BTF (BCP Investment) Trust. At December 31, 2025, Mr. Nave’s nominated entity had 621,677 outstanding options to purchase shares of Common Stock.
⁽⁷⁾	At December 31, 2025, Mr. Steinhaus had 621,677 outstanding options to purchase shares of Common Stock.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average exercise price of outstanding options, warrants and rights ⁽¹⁾ (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		48,106,931	⁽²⁾	$	0.49		5,925,423	⁽³⁾
Equity compensation plans not approved by security holders		—			—		—
Total		48,106,931		$	0.49		5,925,423

	2025		2024
Audit fees ⁽¹⁾	$	1,195,000	$	2,196,250
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total fees	$	1,195,000	$	2,196,250

	By Order of the Board of Directors

	/s/ Gary Doherty
	Gary Doherty
	Chief Financial Officer