Jim Cunniff
About Jim Cunniff
President & CEO of Electromed, Inc. since July 1, 2023; director since 2023. Age 60. Education: BA in Advertising & Business (University of Illinois Urbana-Champaign); Harvard Business School Advanced Management Program . Company performance during his tenure shows rising TSR (fixed $100 investment rose from $155.91 in FY2024 to $228.11 in FY2025) and net income growth ($5.150M → $7.537M) . He was granted significant performance-based equity aligned to TSR hurdles and time-based awards with multi-year vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Electromed, Inc. | President & CEO; Director | 2023–present | Exceeded revenue and EBT targets under FY2025 bonus plan; payout at 156% of target |
| Provista, Inc. | President & CEO | 2017–2022 | Led GPO operations; prior CEO experience cited in director nomination |
| Denver Solutions LLC (d/b/a Leiters Health) | President & CEO; Board Member | 2015–2017 | Led compounding pharma operations; board service cited |
| Acelity L.P. Inc. | SVP, Americas | Not disclosed | Broad commercial leadership in medtech; cited for M&A and operations experience |
| Stryker Corporation | President of Multiple Divisions | Not disclosed | Division leadership experience in manufacturing/sales/operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AA Medical | Director | Not disclosed | Additional governance experience in healthcare supply ecosystem |
Fixed Compensation
| Metric | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $500,000 | $519,231 | FY2025 base set at $520,000; increase approved Aug 2024 |
| All Other Compensation ($) | $48,462 | $14,200 | Includes 401(k) match; relocation assistance provided in 2023 up to $30,000 |
| Compensation Actions (Base) | — | — | Increased to $540,800 effective Aug 25, 2025 |
Performance Compensation
| Component | Metric | Weighting | Target | Minimum | Actual | Payout |
|---|---|---|---|---|---|---|
| FY2025 Officer Bonus Plan | Revenue Growth vs FY2024 | 67% | 12.4% | 6.4% | Exceeded target | 156% of target |
| FY2025 Officer Bonus Plan | EBT Growth vs FY2024 | 33% | 31% | 10% | Exceeded target | 156% of target |
| Payouts | FY2024 | FY2025 |
|---|---|---|
| Non-Equity Incentive ($) | $290,000 | $405,600 |
| Long-term Incentive Grants to Cunniff | Grant Date | Shares/Units | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Performance RSUs (Inducement) | 07/01/2023 | 175,000 PSUs (2 tranches of 87,500) | — | — | Vest upon TSR >50% and >100% before 06/30/2027 |
| Stock Options (Inducement) | 07/01/2023 | 175,000 options | $10.71 | 07/01/2033 | 25% on 07/01/2024; 1/16th each quarter thereafter |
| Restricted Stock | 09/03/2024 | 15,900 shares | — | — | Equal tranches in Sep 2025, 2026, 2027 |
| Stock Options | 09/03/2024 | 29,100 options | $17.25 | 09/03/2034 | Equal tranches in Sep 2025, 2026, 2027 |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership | 255,889 shares; includes 108,138 options exercisable within 60 days |
| Ownership % of Outstanding | 3.0% (based on 8,376,147 shares outstanding) |
| Unvested RSAs (06/30/2025) | 15,900 shares valued at $349,641 (at $21.99/share) |
| Options Outstanding (Selected) | 76,563 exercisable; 98,437 unexercisable @ $10.71 expiring 07/01/2033 |
| Insider Hedging/Pledging Policy | Hedging and pledging of company stock are prohibited; 10b5-1 plans allowed with limits |
| Clawback (Recoupment) | Policy adopted per Rule 10D-1; recovery of erroneous incentive comp after restatements |
Employment Terms
| Term | Detail |
|---|---|
| Start Date & Role | Employment agreement effective July 1, 2023; CEO/President; Board member |
| Initial Term & Renewal | Initial 2-year term ended July 2025; auto-renews for 1-year terms unless notice; expires 1-year after change of control |
| Base Salary & Target Bonus | Initial base $500,000; target annual bonus 50% of base |
| Relocation Assistance | Up to $30,000; subject to repayment if terminated for cause or voluntary quit within 12 months |
| Severance (No CoC; Qualifying Termination) | 1x base salary (12 monthly installments); prorated target bonus based on Company performance; up to 12 months health coverage |
| Severance (Within 12 months of CoC; Qualifying Termination) | 1x base salary + 100% target bonus (lump sum within 75 days); up to 12 months health coverage |
| Equity Acceleration on CoC | Double-trigger if assumed/replaced and involuntary termination within 12 months; full acceleration if awards not assumed/replaced |
Board Governance
- Board Service: Director since 2023; currently President & CEO; not listed as a member of standing committees (Audit; Personnel & Compensation; Nominating & Governance; Finance & Strategy) .
- Leadership Structure: Chair of the Board is Kathleen Skarvan; CEO role is separate from Chair; Lead Independent Director is Kathleen Tune (appointed Nov 10, 2023) to ensure robust independent oversight .
- Independence: Majority of directors are independent (Erickson, Fluet, Galatowitsch, Summers, Tune, Walsh); the board evaluated transactions for independence considerations (e.g., HealthPartners customer relationship) and concluded no impairment .
- Board Activity: Six board meetings in FY2025; all directors attended at least 75% of meetings; all directors attended the November 15, 2024 annual meeting .
- Director Compensation & Committees: Retainers and equity for non-employee directors detailed; audit chair Erickson; committee retainer amounts published; no compensation consultants engaged in FY2025 .
Multi-Year Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Salary ($) | $500,000 | $519,231 |
| Stock Awards ($) | $1,151,500 | $274,275 |
| Option Awards ($) | $1,012,645 | $273,023 |
| Non-Equity Incentive ($) | $290,000 | $405,600 |
| All Other Compensation ($) | $48,462 | $14,200 |
| Total ($) | $3,002,607 | $1,486,329 |
Pay vs Performance Context
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Value of Fixed $100 Investment (Company TSR) ($) | $111.10 | $155.91 | $228.11 |
| Net Income ($ thousands) | $3,166 | $5,150 | $7,537 |
| Compensation Actually Paid (PEO) ($) | — | $4,396,790 | $4,853,665 |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval approximately 91% of votes cast; Board recommends annual frequency for compensation votes .
Equity Awards and Vesting Detail
| Award | Shares/Units | Vesting Dates | Additional Terms |
|---|---|---|---|
| RSAs (9/3/2024) | 15,900 | Sep 2025, Sep 2026, Sep 2027 (equal tranches) | FMV at 6/30/2025: $349,641 ($21.99/share) |
| Options (9/3/2024) | 29,100 | Sep 2025, Sep 2026, Sep 2027 (equal tranches) | Exercise $17.25; expire 9/3/2034 |
| Options (7/1/2023) | 175,000 | 25% on 7/1/2024; 1/16 quarterly thereafter | Exercise $10.71; expire 7/1/2033 |
| PSUs (7/1/2023) | 175,000 (2x 87,500) | By 6/30/2027 if TSR >50% and >100% from grant date | 1-for-1 settlement into common shares |
Risk Indicators and Red Flags
- Hedging/Pledging: Prohibited for directors/officers; reinforces alignment and reduces selling pressure via margin pledges .
- Clawback: Mandatory recovery of erroneously awarded incentive-based compensation following restatements, compliant with SEC and NYSE American rules .
- Related Party Oversight: Formal policy with Audit Committee pre-approval and fairness criteria; supplier relationship monitored; not tied to Cunniff .
Compensation Committee Practices
- Independence: Compensation committee members are independent; four meetings in FY2025 .
- Consultants: None engaged in FY2025; committee used market data and CEO input (not present for his own comp) .
Investment Implications
- Strong pay-for-performance alignment: High at-risk equity mix (inducement PSUs/options tied to TSR; annual RSAs/options with multi-year vesting) and clawback policy support shareholder outcomes .
- Near-term supply considerations: Scheduled September vesting in 2025–2027 and options becoming exercisable quarterly can create periodic liquidity windows; policies restrict hedging/pledging, partly mitigating pressure .
- Retention risk moderate: Auto-renewing agreement and severance protection (1x salary and bonus elements; double-trigger equity treatment on CoC) reduce voluntary departure risk, with reasonable CoC economics compared to peers .
- Governance quality: Separation of Chair/CEO, Lead Independent Director in place due to former CEO as Chair, majority independent board, and high 2024 say-on-pay support (~91%) bolster oversight and compensation credibility .
Note: Items like non-compete duration, garden leave, director-specific compensation for employee directors, exact EBITDA metrics, and formal ownership guidelines were not disclosed in the cited materials and are therefore omitted.