James Hawkins
About James B. Hawkins
Independent director at AudioEye (AEYE) since March 3, 2025; age 69. Former President & CEO of Natus Medical (2004–2018), previously CEO of Invivo Corporation and CFO of Sensor Control Corporation. Education: B.S. from Santa Clara University; MBA in Finance from San Francisco State University. Determined independent under Nasdaq rules; appointed to Audit, Compensation, and Nominating & Corporate Governance committees upon election.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natus Medical, Inc. | President & Chief Executive Officer | 2004–2018 | Led revenue growth from $37M to $530M (+1,300%) and market cap from $68M to $1.1B (+1,500%) |
| Invivo Corporation | President, CEO, Director | Prior to Natus | Executive leadership in MRI-safe patient monitoring |
| Sensor Control Corporation | Chief Financial Officer | Prior to Invivo | Finance leadership |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| OSI Systems, Inc. (OSIS) | Independent Director (since 2015) | Audit (Chair), Compensation & Benefits, Nominating & Governance, Technology | Audit Committee Financial Expert designation |
| Iradimed Corporation (IRMD) | Director | Not disclosed | Re-elected 2024 and 2025; relatively higher withhold votes vs peers: 2024 (8,771,444 for; 2,143,947 withheld), 2025 (8,376,696 for; 2,701,327 withheld) |
Board Governance
- Independence: Board determined Hawkins is independent under Nasdaq rules.
- AEYE committees and roles (2025): Audit (member), Compensation (member), Nominating & Corporate Governance (member). Chairs: Audit—Jamil Tahir; Compensation—Jamil Tahir; Nominating—Dr. Katherine Fleming.
- Board leadership: Lead Independent Director—Jamil Tahir; Chairman transitions to David Moradi at 2025 annual meeting.
- Meetings/attendance: Board held 6 meetings in 2024; Audit met 4; Compensation 2; Nominating 1. Each director attended at least 75% of meetings in 2024; independent directors meet in executive session at least twice per year. (Hawkins joined in 2025.)
| AEYE Committee | Membership | 2024 Meetings | Chair |
|---|---|---|---|
| Audit | Tahir, Fleming, Hawkins (member) | 4 | Jamil Tahir |
| Compensation | Tahir, Fleming, Hawkins (member) | 2 | Jamil Tahir |
| Nominating & Corporate Governance | Fleming, Hawkins, Tahir | 1 | Dr. Katherine Fleming |
Fixed Compensation (AEYE Non‑Employee Director Program)
| Component | Amount/Units | Grant Timing | Vesting | Settlement/COC Terms |
|---|---|---|---|---|
| Annual RSUs (non‑employee director) | 5,667 RSUs | Annual meeting date | Earlier of 1 year or immediately prior to next annual meeting | Settlement at earlier of 7th anniversary, immediately prior to change in control (payment ≤90 days post‑COC), or year following death |
| Additional Annual RSUs (Lead Independent Director) | 2,833 RSUs | Annual meeting date | Same as annual RSUs | Same as annual RSUs |
| Quarterly RSUs (non‑employee director) | 667 RSUs per quarter | First day of each quarter (in advance) | Vest on grant date | Settlement at earlier of 3rd anniversary, immediately prior to change in control (payment ≤90 days post‑COC), or year following death |
| Additional Quarterly RSUs (Committee Chair: Audit/Comp/Nom) | 200 RSUs per quarter | First day of each quarter | Vest on grant date | Same quarterly settlement |
| Additional Quarterly RSUs (Lead Independent Director) | 333 RSUs per quarter | First day of each quarter | Vest on grant date | Same quarterly settlement |
| Proration for mid‑period appointments | Prorated RSUs for annual/quarterly periods | At appointment | Per program | Per program |
- Hawkins compensation at appointment: Board disclosed he will receive pro‑rated RSUs for service from Mar 3–Mar 31, 2025 (quarterly award) and Mar 3–May 23, 2025 (annual award). No additional arrangements; participates in standard non‑employee director program; no cash retainer disclosed.
Performance Compensation
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Revenue, EBITDA, TSR, ESG metrics | No | AEYE director awards are time‑based RSUs; no performance metrics tied to director compensation disclosed. |
| COC treatment (director RSUs) | Settlement acceleration of vested RSUs only | Annual RSUs settle upon COC only if already vested; quarterly RSUs vest at grant and settle upon COC; no vesting acceleration disclosed. |
Other Directorships & Interlocks
| Company | Relationship to AEYE | Potential Conflict |
|---|---|---|
| OSI Systems (security, medical device systems) | Supplier/customer/competitor relationship not indicated for AEYE | None disclosed; independent director; no related‑party transactions reported at AEYE. |
| Iradimed (MRI‑compatible devices) | No direct competitive overlap with AEYE’s digital accessibility services | None disclosed; independent director; election results show relatively higher withhold votes vs peers (contextual governance signal). |
Expertise & Qualifications
- Extensive public company leadership (CEO roles at Natus and Invivo; CFO experience).
- Audit and financial expertise recognized externally: Audit Committee Financial Expert designation at OSI Systems.
- Direct experience scaling businesses (press release cites multi‑year revenue and market cap growth at Natus).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James B. Hawkins | 114,697 | <1% | Excludes 1,485 RSUs vested or vesting within 60 days that are not scheduled to settle within 60 days after Mar 27, 2025 . AEYE had 12,426,539 shares outstanding as of Mar 27, 2025 . |
Insider Trades and Derivative Positions (Form 3 at Appointment)
| Security | Quantity | Position | Strike | Expiration |
|---|---|---|---|---|
| Common Stock | 95,697 (Direct) | Long | — | — |
| Put Option (obligation to buy) | 13,000 | Short Put | $15 | 03/21/2025 |
| Put Option (obligation to buy) | 6,000 | Short Put | $17.50 | 03/21/2025 |
| Put Option (obligation to buy) | 1,000 | Short Put | $10 | 06/20/2025 |
| Put Option (obligation to buy) | 14,000 | Short Put | $15 | 06/20/2025 |
| Put Option (obligation to buy) | 1,000 | Short Put | $16 | 06/20/2025 |
- Insider trading policy in place for directors, officers, and employees. No director‑specific hedging/pledging restrictions were disclosed in the proxy excerpt.
Governance Assessment
- Independence and committee coverage: Hawkins is independent and serves on all three key committees (Audit, Compensation, Nominating), enhancing board effectiveness; not a chair at AEYE (chairs are Tahir/Fleming).
- Attendance and engagement: AEYE board/committees were active in 2024 (6 board meetings; Audit 4; Compensation 2; Nominating 1), and directors met minimum attendance thresholds; Hawkins joined in 2025 and is slated for full committee participation.
- Compensation and alignment: AEYE director pay is equity‑only via RSUs with deferred settlement, strongly aligning incentives; Hawkins receives pro‑rated RSUs and states he has been a shareholder “for some time,” reinforcing skin‑in‑the‑game.
- Ownership: Hawkins beneficially owns 114,697 AEYE shares (<1%), with additional RSUs excluded from beneficial count due to settlement schedule; no pledging disclosed.
- Related‑party and conflicts: AEYE’s Audit Committee reports no related‑party transactions requiring disclosure; 8‑K notes no arrangements, family relationships, or Item 404(a) transactions for Hawkins.
- External commitments: Concurrent board roles at OSIS (Audit Chair) and IRMD indicate strong governance credentials but raise overboarding considerations; AEYE’s nominating criteria explicitly require limiting other board service to ensure responsible performance.
- Signals from shareholder voting (external): IRMD re‑elections show comparatively higher withhold votes for Hawkins versus peers in 2023–2025, a neutral data point investors may monitor for sentiment around time commitments or performance.
RED FLAGS (monitor)
- Multiple public company boards (AEYE, OSIS—Audit Chair, IRMD) may trigger “overboarding” concerns depending on investor policies; AEYE committee service is broad, increasing demands on time.
- Derivative positions (short puts) indicate market exposure; ensure compliance with AEYE insider trading policies and any anti‑hedging/pledging guidelines (not specifically disclosed for directors).
Notes and Sources
- Director biography, independence, committees, meeting counts: AEYE DEF 14A (Apr 10, 2025)
- Appointment and compensation proration: AEYE 8‑K (Mar 4, 2025)
- Press release on appointment and Natus performance: AEYE 8‑K Exhibit 99.1 (Mar 4, 2025)
- Non‑employee director compensation program and vesting/settlement terms: AEYE DEF 14A (Apr 10, 2025)
- Beneficial ownership: AEYE DEF 14A (Apr 10, 2025)
- Insider Form 3 (initial holdings and derivative positions): SEC Form 3 (Mar 5, 2025)
- OSIS committee roles and financial expert designation: OSIS DEF 14A (Oct 25, 2024; Oct 27, 2023; Oct 22, 2025)
- IRMD director election results: IRMD 8‑Ks (Jun 15, 2023; Jun 20, 2024; Jun 23, 2025), IRMD DEF 14A (Apr 30, 2025)