James M. Hindman
ACCURAYAbout James M. Hindman
Independent Class III director at Accuray (ARAY) since 2019; age 64 as of August 31, 2025. Former EVP, Finance & Business Development and CFO at Allergan, with deep finance, treasury, risk, and investor relations experience. Education: B.S. Accounting (Loyola Marymount University) and M.B.A. (Pepperdine); CPA (California, inactive). Determined independent under Nasdaq rules; Audit Committee financial expert designation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan, Inc. | EVP Finance & Business Development; Chief Financial Officer | Aug 2014 – Mar 2015 | Senior leadership over finance, BD, reporting; public company CFO experience |
| Allergan, Inc. | SVP Treasury, Risk & Investor Relations | Mar 2002 – Aug 2014 | Led treasury, enterprise risk, IR; capital markets and stakeholder engagement |
| Allergan, Inc. | Finance leadership (SVP Finance & Controller; VP Finance; VP FP&A; Assistant Corporate Controller) | 1984 – 2002 | Progressive finance roles; controllership, planning, analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aatru Medical, LLC (private) | Director | Current | Private medical device; current board service |
| Millendo Therapeutics, Inc. (public) | Director | Jun 2016 – Jun 2021 | Public biotech board experience |
| Sienna Biopharmaceuticals, Inc. (public) | Director | Aug 2018 – Dec 2019 | Public clinical-stage dermatology/aesthetics |
| Urovant Sciences, Inc. (private) | Director | Jun 2020 – Mar 2023 | Private biopharma board service |
| Amolyt Pharma SAS (private) | Director | Jul 2021 – Jul 2024 | Private endocrine/metabolic therapeutic peptides |
| Cidara Therapeutics, Inc. (public) | Financial consulting | Since Jul 2015 | Public biotech consulting engagement |
| RANI Therapeutics Holdings, Inc. (private) | Financial consulting | Dec 2017 – Dec 2018 | Private biotech consulting engagement |
Board Governance
- Committees: Audit Committee Chair; Nominating & Corporate Governance Committee Member. Audit held 12 meetings; Nominating held 4 in FY2025. All directors attended ≥75% of Board and assigned committee meetings; all attended the 2025 Annual Meeting.
- Audit Committee financial expert (SEC) and financially sophisticated (Nasdaq) designation; committee oversees internal controls, audit quality, cybersecurity risk, and auditor independence.
- Independence: Board determined all non-employee directors (including Hindman) are independent under Nasdaq rules; Board Chair is independent (Joseph E. Whitters). Independent directors meet periodically, typically alongside regular Board meetings.
- Related-party transactions: None ≥$120,000 involving directors/executives in the last fiscal year; Audit Committee approves any such transactions under Code of Conduct.
Fixed Compensation (Non‑Employee Director – FY2025)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Board retainer (member) | $52,500 | Paid quarterly; Chair receives $112,500 (not applicable to Hindman) |
| Audit Committee Chair retainer | $25,000 | Annual |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Annual |
| Total cash fees earned | $82,500 | Matches fiscal 2025 Director Compensation table |
Performance Compensation (Equity – FY2025)
| Grant Date | Instrument | Shares Granted | Grant Date Fair Value | Vesting | Change‑in‑Control | Outstanding at 6/30/25 |
|---|---|---|---|---|---|---|
| Nov 29, 2024 | RSU | 56,603 | $126,225 | Vests in full on first anniversary of vesting commencement date (Nov 21, 2024) | Full acceleration on CoC per director equity guidelines | 56,603 |
- Annual director equity guideline targets $150,000 divided by FMV, but Board capped shares at prior-year level to mitigate dilution and share burn (2024 grants thus below $150k grant-date value).
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| Millendo Therapeutics, Inc. | Public | Director (prior) | No Compensation Committee interlocks disclosed at Accuray |
| Sienna Biopharmaceuticals, Inc. | Public | Director (prior) | No interlock; prior service |
| Aatru Medical, LLC | Private | Director (current) | Private; no related-party transactions disclosed |
| Urovant Sciences, Inc. | Private | Director (prior) | No interlock |
| Amolyt Pharma SAS | Private | Director (prior) | No interlock |
Expertise & Qualifications
- Former public-company CFO with comprehensive finance, accounting, planning, and reporting experience; CPA credential (inactive).
- Designated Audit Committee financial expert with oversight of internal controls, auditor independence, and cybersecurity risk at Accuray.
- Broad board service across medtech/biopharma; consulting experience with public biotech companies.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 238,201 (held of record) |
| Ownership % of outstanding | Less than 1% of 112,677,147 shares |
| RSUs outstanding (unvested) at 6/30/25 | 56,603 |
| Options outstanding | None (directors had no options outstanding as of 6/30/25) |
| Pledged shares | Prohibited by insider trading policy; no pledging disclosed |
| Hedging | Prohibited (no hedging transactions allowed) |
| Director ownership guideline | ≥4x annual cash retainer; 5 years to comply; directors in compliance or on track |
Governance Assessment
- Strengths: Independent Audit Chair and SEC-designated financial expert; robust audit oversight including cybersecurity; strong attendance; formal clawback policy; prohibition on hedging/pledging; clear related‑party review with no transactions in FY2025.
- Compensation alignment: Cash retainer structure reflects committee responsibilities; time‑based RSUs standard for directors; annual equity adjusted to limit dilution—positive stockholder sensitivity signal.
- Shareholder signals: Prior say‑on‑pay approval at ~93.2% supports governance and pay practices; independent Board chair structure maintained.
- Potential risks/RED FLAGS: None evident—no related‑party transactions, no option repricing (explicitly prohibited), Section 16 compliance timely. Bolded red flags would include pledging/hedging or repricing, neither present.
Audit firm oversight: Grant Thornton LLP audit fees totaled $2,815,203 in FY2025 (vs. $3,357,535 in FY2024), with pre‑approval policies in place—supports independence and cost control under Audit Committee leadership.
Insider Trades (Compliance Snapshot)
| Indicator | FY2025 Status |
|---|---|
| Section 16(a) filings (Forms 3/4/5) | All timely, based on company review |
Compensation Structure Notes (Directors)
- Annual non‑employee director cash retainer ($52,500), plus committee chair/member retainers (Audit Chair $25,000; Nominating Member $5,000) with no meeting fees.
- Annual director RSU grants per guideline; vest on the earlier of one year from grant or next annual meeting (≥50 weeks), with full acceleration on change‑in‑control; annual compensation cap under 2026 Plan for non‑employee directors.
Committee Composition (FY2025)
| Committee | Role | Members |
|---|---|---|
| Audit | Chair | Hindman (Chair), Whitters, Nishimura (from Aug 2025; Le Grand served through Aug 18, 2025) |
| Nominating & Corporate Governance | Member | Hindman (Member), Nishimura (Chair), Whitters |
| Compensation | — | Hindman not a member |
| Science & Technology | — | Hindman not a member |