Mitch Hill
About Mitch Hill
Mitch Hill, age 66, is an independent Class I director at CVRx, appointed in September 2024 and nominated for a term ending at the 2028 annual meeting. He is a former public-company CFO and designated audit committee financial expert, with an MBA from Harvard Business School and a B.S. in Business Accounting from Brigham Young University. Hill retired as CFO of Inari Medical (NASDAQ: NARI) in October 2024 after serving since March 2019, bringing deep medtech finance and public accounting expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inari Medical, Inc. | Chief Financial Officer | Mar 2019 – Oct 2024 | Public-company CFO; medtech growth and capital markets; designated “financial expert” qualifications . |
| Flow Lighting Technologies, Inc. (private) | Chief Executive Officer; Director | Jun 2018 – Feb 2019 | CEO/operator experience in software; private board oversight . |
| LIVMOR, Inc. (private) | Director | Aug 2017 – Jun 2018 | Digital health governance experience . |
| Ominto, Inc. (private) | Director; Audit Committee member | Sep 2015 – May 2018 | Audit oversight; financial controls . |
| Alphaeon Corporation (private) | EVP & Chief Financial Officer | Mar 2013 – Mar 2015 | Healthcare finance leadership . |
| Cameron Health; Visiogen; Insight Health Services; BMS Reimbursement Mgmt; Buy.com; Walt Disney Imagineering; Disney Development Co. | Finance leadership roles incl. CFO | Pre-2013 (various) | Broad operating finance across healthcare/consumer/entertainment . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company directorships | — | None disclosed | No current public-company directorships disclosed for Hill . |
| Prior boards (private) | Flow Lighting Technologies; LIVMOR; Ominto | Former | See Past Roles above . |
Interlock/network note: CVRx director Kirk Nielsen “previously served on the board of Inari Medical,” while Hill was Inari’s CFO (2019–2024). This represents a network linkage (timing overlap not specified in the proxy) and may enhance board information flow; it is not disclosed as a related-party transaction .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Hill is independent under Nasdaq and SEC rules . |
| Committee assignments | Audit Committee (member; audit committee financial expert); Compensation Committee (member). Not on Nominating & Corporate Governance . |
| Committee chairs | Audit Chair: Joseph Slattery; Compensation Chair: Mudit Jain; Nominating & Corporate Governance Chair: Kirk Nielsen . |
| Board/committee meeting cadence (FY2024) | Board: 8; Audit: 8; Compensation: 9; Nominating & Corporate Governance: 6 . |
| Attendance | Each director attended ≥75% of Board and committee meetings during their service in FY2024 . |
| Lead Independent Director | Joseph Slattery (since Feb 2024) . |
| Executive sessions | Independent directors meet in executive session at most regularly scheduled Board meetings; committee chairs can hold executive sessions . |
Fixed Compensation
| Component (Non-Employee Directors) | Amount ($) | Notes |
|---|---|---|
| Annual board retainer | 45,000 | Increased from $40k to $45k for 2024 . |
| Committee chair fees | Audit: 20,000; Compensation: 15,000; Nominating & Corporate Governance: 10,000 | Annual . |
| Committee member fees | Audit: 10,000; Compensation: 7,500; Nominating & Corporate Governance: 5,000 | Annual . |
| Lead Independent Director fee | 32,500 | Annual . |
| Hill – Cash fees actually paid in 2024 | 20,486 | Pro-rated for partial year service . |
Performance Compensation
- Equity vehicle: Stock options only (no RSUs/PSUs for directors). Annual director grant ~$130,000 grant-date value; initial director grant on appointment ~$260,000 grant-date value .
- Vesting: Initial grant vests ratably annually over three years; annual grants vest in full at the earlier of one year or next annual meeting; full vesting on death/disability or upon change in control (single-trigger acceleration under the 2021 Plan) .
- No performance metrics or formulaic bonus for directors are disclosed (director compensation is cash retainer plus time-based stock options) .
| Hill – 2024 Equity Awards | Grant-Date Fair Value ($) | Instrument | Vesting | Change-in-Control |
|---|---|---|---|---|
| Initial director option grant (on appointment) | 259,944 | Stock options | Annual ratable over 3 years | Full vesting upon change in control (single trigger) . |
Other Directorships & Interlocks
| Company | Relationship to Hill | Potential Interlock/Notes |
|---|---|---|
| Inari Medical, Inc. | Former CFO (2019–2024) | CVRx director Kirk Nielsen previously served on Inari’s board (timing of overlap not specified) . |
| LIVMOR, Flow Lighting Technologies, Ominto | Former director roles (private cos.) | Governance and audit committee experience (Ominto) . |
Expertise & Qualifications
- Audit committee financial expert; extensive public company CFO experience in medtech; public accounting expertise .
- Education: B.S. Business Accounting (BYU); MBA (Harvard Business School) .
- Skillset: Capital markets, financial reporting, internal controls, growth-stage medtech finance; aligns with Audit and Compensation committee oversight .
Equity Ownership
| Holder | Beneficial Ownership (as of Apr 7, 2025) | Notes |
|---|---|---|
| Mitch Hill | 0 shares (<1%) | No beneficially owned common shares reported; options outstanding shown below . |
| Options outstanding (director tally) | 36,136 options | Aggregate outstanding options for Hill as of 12/31/2024; exercise prices/dates not itemized for directors in the proxy . |
| Anti-hedging/pledging | Hedging and pledging of CVRx stock prohibited for directors (and all insiders) | Reduces alignment risk from hedging/pledging . |
Governance Assessment
- Committee impact and effectiveness: Hill strengthens financial oversight as an Audit Committee member and designated financial expert; his Compensation Committee role adds seasoned judgment on incentive design and peer benchmarking processes (Aon engaged as independent advisor; no consultant conflicts) .
- Independence and conflicts: Board affirms Hill’s independence; no Hill-specific related-party transactions disclosed; the company maintains a formal related-person transaction policy (Audit Committee review) .
- Engagement and attendance: For FY2024, all directors met the ≥75% attendance threshold; Hill joined late-2024, but the Board-wide disclosure indicates adequate engagement .
- Incentive alignment: Director pay is heavily equity-weighted for Hill in 2024 (cash $20,486; option grant value $259,944), which supports alignment with shareholder outcomes; director equity fully accelerates on change in control (single trigger) .
- Network linkages: Hill’s prior CFO role at Inari and Nielsen’s prior Inari directorship create a network tie that may support sector insight; not a related-party transaction as disclosed .
- Risk controls: Anti-hedging/anti-pledging policy; independent lead director structure; frequent executive sessions bolster oversight .
RED FLAGS: None disclosed specific to Hill. No related-party transactions, pledging, or attendance issues flagged in the proxy for Hill. Single-trigger equity vesting upon change in control for directors is shareholder-sensitive to monitor in M&A scenarios, but is disclosed and bounded within the 2021 Plan .