James Intrater
About James Intrater
James Intrater (age 61) is an independent director of Cardio Diagnostics Holdings, Inc. (CDIO) and has served on the board since October 2022, bringing 35+ years of materials and process engineering experience across commercial product development and federal R&D projects for NASA, the U.S. Department of Defense, and the U.S. Department of Energy . He holds an M.S. in Metallurgical Engineering from the University of Tennessee and a B.S. in Ceramic Engineering from Rutgers University – College of Engineering . As of August 25, 2025, he beneficially owned 5,781 CDIO shares (less than 1% of outstanding), including 3,394 shares issuable upon exercise of currently exercisable options, indicating modest “skin-in-the-game” alignment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IntraMont Technologies | President | Since June 2014 | Consumer health products development; holder/co-holder of five patents, plus one pending . |
| Falcon AI (private investment firm) | Engineering Consultant | Since May 2020 | Evaluates potential portfolio investments (technical diligence) . |
| Federal agencies (NASA, DoD, DoE) | Senior materials/process engineer on R&D projects | Various (prior career) | Published technical works and reports; multiple patents . |
External Roles
| Category | Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships disclosed for Intrater . |
| Private company roles | IntraMont Technologies | President | Consumer health product development . |
| Private investment firm | Falcon AI | Engineering Consultant | Portfolio technical evaluation . |
| Patents/publications | Various | Inventor/author | Holder/co-holder of five patents with one pending; numerous technical publications . |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence status: Board determined Intrater is an “independent director” under Nasdaq and SEC rules .
- Attendance: Each director attended 75% or more of aggregate Board and applicable committee meetings during 2024 (including Intrater) .
- Leadership structure: Board separates Non-Executive Chairman (Warren Hosseinion) and CEO roles; no Lead Independent Director .
- Executive sessions: Independent directors meet in executive session without management at most regularly scheduled Board meetings .
- Risk oversight: Audit oversees financial/related-party risks; Compensation oversees comp-related risk; Nominating & Governance oversees board independence and effectiveness .
- Emerging Growth Company status: CDIO is an EGC and may be exempt from say‑on‑pay and certain other requirements .
Fixed Compensation
| Year | Cash Retainer (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| 2024 | 25,000 | 25,000 | 50,000 |
- Director pay design in 2024: RSUs of $12,500 (Q1), Options of $12,500 (Q2–Q4), plus $25,000 cash, paid pro‑rata for service periods; non‑employee directors also eligible for option grants under the 2022 Equity Plan; reasonable expenses reimbursed .
Performance Compensation
- No performance metrics are disclosed for director compensation; RSUs settled and options vested immediately upon grant without PSU/TSR/EBITDA conditions .
- 2024 director option grant program (to Board): granted on 6/30/2024 (exercise price $16.50, expires 6/30/2034), 9/30/2024 ($6.60, expires 9/30/2034), 11/14/2024 ($8.10, expires 11/14/2034), 12/31/2024 ($27.60, expires 12/31/2034); options vested immediately .
Other Directorships & Interlocks
| Type | Entity | Overlap/Interlock | Notes |
|---|---|---|---|
| Public board interlocks | None disclosed | — | No overlapping public company boards disclosed for Intrater . |
| Related-party transactions | None involving Intrater | — | Company reports no transactions above thresholds involving directors since Jan 1, 2024, other than compensation; separate potential conflict disclosed for Chairman (Altitude), not Intrater . |
Expertise & Qualifications
- Deep technical expertise in materials and process engineering; extensive federal R&D work and commercialization experience .
- Holder/co-holder of five patents with one pending; published numerous technical works and reports .
- Healthcare product development and private investment technical due diligence (IntraMont; Falcon AI) .
Equity Ownership
| As of Aug 25, 2025 | Shares Owned | Options (Exercisable) | % of Outstanding | Pledging/Hedging |
|---|---|---|---|---|
| James Intrater | 5,781 total beneficial ownership (includes currently exercisable options) | 3,394 | Less than 1% | Company prohibits hedging, short sales, margin accounts, and pledging of company stock . |
Recent Insider Transactions (Form 4)
| Date (Filing) | Transaction | Shares | Price | Post-Transaction Holdings |
|---|---|---|---|---|
| 2024-04-08 (for 2024-03-31) | Common Stock (A) | 8,803 | $1.42 | 2,386 (reported at that time) |
| 2023-12-31 | Common Stock (A) | 5,020 | $2.49 | 2,093 (reported at that time) |
| 2024-07-02 | Director grant filing (options/awards) | — | — | — (filing record) |
- Late filings: Company disclosure indicates Intrater filed three late Forms 4 in 2024 (each reporting one transaction) — a minor compliance red flag .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee and serves on Audit and Nominating/Governance, signaling high engagement and governance breadth . Attendance at ≥75% of meetings supports effectiveness and commitment . No related‑party transactions disclosed involving Intrater . Company bans hedging/pledging; mitigates alignment risk from leverage .
- Weaknesses/RED FLAGS: Modest personal ownership (less than 1%) limits economic alignment with minority shareholders . Three late Forms 4 in 2024 indicate process/timeliness weaknesses in Section 16 compliance, though not uncommon for microcaps . No disclosed use of an independent compensation consultant for the Compensation Committee; pay design for directors lacks performance conditions (time‑based RSUs/options), offering limited pay‑for‑performance signaling .
- Context: Board’s separation of Chair/CEO roles is positive for oversight, but absence of a Lead Independent Director places extra onus on committee chairs (including Intrater as Comp Chair) for independent board leadership .
Overall, Intrater presents as an engaged, independent director with multi‑committee responsibilities and technical/commercial depth; governance concerns center on relatively low ownership alignment and prior late Section 16 filings, while no material conflicts or related‑party issues are disclosed for him .