James L. Cox
About James L. Cox
James L. Cox, M.D., 82, is an independent Class I director of Adagio Medical Holdings, Inc. (ADGM) since August 2024; he is a founder of Adagio and previously served as a director (2011–2024) and consultant (2012–2024) to Legacy Adagio . He is Surgical Director of the Center for Heart Rhythm Disorders and Visiting Professor of Surgery at Northwestern University (since Jan 2017) and a full-time Professor of Surgery there (since Sep 2018); he earned his M.D. from the University of Tennessee and completed general/cardiothoracic training at Duke, including two years in the U.S. Army Medical Corps . The Board affirmed his independence under Nasdaq standards in 2025 . He is up for election as a Class I nominee to serve until the 2028 annual meeting if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington University School of Medicine | Professor of Surgery; Chief, Division of Cardiothoracic Surgery | 1983–1997 | Led division and served as Cardiothoracic Surgeon-in-Chief at Barnes Hospital, indicating operating leadership and clinical oversight |
| Barnes Hospital (St. Louis) | Cardiothoracic Surgeon-in-Chief | 1983–1997 | Hospital leadership in cardiothoracic practice |
| Georgetown University Medical Center | Professor and Chairman, Department of Thoracic and Cardiovascular Surgery | Prior to WashU (dates not specified) | Departmental leadership |
| Duke University Medical Center | Associate Professor of Surgery; Surgical training | Dates not specified; training included two years in U.S. Army Medical Corps | Academic and surgical development |
| Washington University (Emeritus) | Emeritus Evarts A. Graham Professor of Surgery | 2006–Dec 2016 | Senior academic role |
| Legacy Adagio | Director; Consultant | Director: Jan 2011–Jul 2024; Consultant: Sep 2012–Jun 2024 | Founder; strategic and scientific guidance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern Univ. (Bluhm Cardiovascular Institute; Feinberg School of Medicine) | Surgical Director; Visiting Professor; Full-time Professor | Surgical Director & Visiting Prof since Jan 2017; Full-time Professor since Sep 2018 | Clinical program leadership; academic teaching |
| PAVmed, Inc. (Nasdaq: PAVM) | Director | Since Jan 2015 | Board-level oversight; committees not disclosed |
| Lucid Diagnostics, Inc. (Nasdaq: LUCD) | Director | Since May 2018 | Board-level oversight; committees not disclosed |
| World Heart Foundation | Founder; Chairman of the Board | 2000–2012 | Non-profit leadership |
Board Governance
- Committee memberships and roles:
- Nominating & Corporate Governance Committee member; committee chaired by Keyvan Mirsaeedi-Farahani .
- Independence status: Board affirmatively determined Cox is independent under Nasdaq standards .
- Attendance and engagement:
- Board met 5 times in fiscal 2024; each director attended at least 75% of aggregate Board and applicable committee meetings .
- Committee meetings in 2024: Audit (2), Compensation (2), Nominating & Corporate Governance (—, not reported), indicating Cox’s committee had no meetings disclosed for 2024 .
- Executive sessions: Regularly scheduled executive sessions of independent directors occur, typically at each regular Board meeting .
- Board leadership: Independent, non-executive Chair (Orly Mishan) structure; Board cites enhanced oversight and independent leadership benefits .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Fees earned or paid in cash | $11,250 | Actual for year ended Dec 31, 2024 (pro-rated post-Business Combination; paid in 2025) |
| Standard annual cash retainer (non-employee directors) | $40,000 | Policy adopted March 2025 |
| Committee member annual retainers | Audit: $10,000; Compensation: $7,000; Nominating & Corporate Governance: $5,000 | Policy adopted March 2025; non-chair member rates |
| Committee chair annual retainers | Audit Chair: $20,000; Compensation Chair: $13,000; Nominating & Corporate Governance Chair: $10,000 | Policy adopted March 2025 |
| Expense reimbursement | Ordinary meeting-related expenses reimbursed | Policy statement |
Performance Compensation
| Equity Award Type | Shares/Units | Grant Timing | Vesting | Exercise Price / Term |
|---|---|---|---|---|
| Initial stock option (non-employee director) | 90,000 options | Granted upon adoption in March 2025 to then-current non-employee directors consistent with policy | Vests in equal monthly installments over 3 years, subject to continued service | Exercise price equal to FMV on grant date; vested options exercisable during service and for one year after; max 10-year term |
| Annual stock option (non-employee director) | 30,000 options | Each annual meeting date for continuing non-employee directors | Vests in equal monthly installments over 1 year, subject to continued service | Exercise price equal to FMV on grant date; same exercisability/term as above |
| Chair initial/annual stock options | Initial: 300,000; Annual: 100,000 | Chair-only grants per policy | Same time-based schedules as above | Same exercisability/term as above |
No director performance metrics (e.g., TSR, EBITDA) are tied to director equity awards; vesting is time-based only per the non-employee director program .
Other Directorships & Interlocks
| Company | Role | Notes on Interlocks/Conflicts |
|---|---|---|
| PAVmed, Inc. (Nasdaq: PAVM) | Director | Current public company board; no related-party transactions between ADGM and PAVM disclosed in ADGM proxy |
| Lucid Diagnostics, Inc. (Nasdaq: LUCD) | Director | Current public company board; no related-party transactions between ADGM and LUCD disclosed in ADGM proxy |
Expertise & Qualifications
- World-renowned cardiac surgeon and scientific investigator; extensive medical device industry experience and relationships across healthcare segments .
- Academic leadership at Northwestern and Washington University; prior departmental leadership at Georgetown; associate professorship and surgical training at Duke .
- Founder of Adagio; long-standing operating and innovation track record in cardiac rhythm disorders .
Equity Ownership
| Ownership Detail | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Common shares owned | 36,698 | — | Direct common stock held |
| Options exercisable within 60 days | 404,000 | — | Options counted as beneficially owned under SEC rules |
| Total beneficial ownership | 440,698 | 2.04% | Based on 21,179,637 shares outstanding as of Oct 24, 2025 |
| Shares pledged as collateral | None disclosed | — | Company policy prohibits hedging and pledging by directors |
| Hedging/pledging policy | Prohibited for directors | — | Insider Trading Policy bans hedging, short sales, options trading, margin accounts, and pledging |
Governance Assessment
- Strengths: Independent status affirmed; deep clinical and device-sector expertise; service on Nominating & Corporate Governance Committee overseeing board composition, succession planning, ESG programs, and governance framework . Consistent attendance threshold met (≥75%) in 2024; executive sessions occur regularly, supporting independent oversight .
- Alignment: Holds 2.04% beneficial stake including 404,000 options exercisable within 60 days, supporting skin-in-the-game; hedging/pledging prohibited under company policy, reducing misalignment risk .
- Compensation structure: Director pay is modest cash plus time-based options; no performance metrics tied to director equity, limiting pay-for-performance but aligning tenure-based service with equity participation; options vest monthly and are exercisable post-service for one year (cap 10-year term) .
- Potential conflicts and red flags:
- Founder/prior consultant to Legacy Adagio through June 2024 could be perceived as a related relationship; Board reviewed transactions/relationships and maintained independence determination for Cox .
- Company disclosed non-compliance with Nasdaq audit committee requirements in 2025 following a resignation; while Cox is not on Audit, this is a board-level governance risk signal .
- Concentrated ownership by a single holder (Perceptive-affiliated entities at 57.55%) may influence governance dynamics; independent leadership structure and committee oversight help mitigate but concentration should be monitored .
- Shareholder feedback: As an emerging growth company, ADGM is exempt from say-on-pay; thus no historical say-on-pay results are provided; proxy indicates voting results will be reported via 8-K after the Dec 15, 2025 annual meeting .