Daniel J. Wolterman
About Daniel J. Wolterman
Independent director at Hyperfine, Inc. (HYPR); age 68 with ~40 years in healthcare leadership, including CEO roles and major hospital system management. Board tenure since December 2021 (closing of the business combination). Education: B.S. in Business Administration and MBA (University of Cincinnati); MHA (Xavier University). Core credentials in hospital operations, healthcare strategy, and medtech governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Memorial Hermann Health System | President & CEO | 2002–May 2016 | Led largest not-for-profit health system in Southeast Texas; community leadership |
| ColubrisMX, Inc. | CEO | Jan 2018–May 2019 | Privately held medical device; operational leadership |
| X-Cath, Inc. | CEO | Jan 2018–May 2019 | Privately held medical device; operational leadership |
| Wolterman Consulting LLC | CEO | Current | Strategic and operational consulting to healthcare providers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Globus Medical, Inc. | Director | Sep 2023–present | Orthopedic/medtech; NuVasive merged into Globus in Sep 2023 |
| NuVasive, Inc. | Director | Mar 2016–Sep 2023 | Prior spine device company; board tenure ended at merger with Globus |
| Invuity, Inc. | Director | Prior (dates not disclosed) | Medical device; prior public company role |
| Volcano Corporation | Director | Prior (dates not disclosed) | Cardiovascular devices; prior public company role |
Board Governance
- Independence: Determined independent under SEC/Nasdaq; board has three independent directors (Dahldorf, Fattori, Wolterman) while HYPR is a controlled company under Nasdaq rules due to founder’s voting control .
- Committees:
- Audit Committee member; committee met 4 times in FY2024; oversees financial integrity, compliance, related party transactions, cybersecurity risks .
- Nominating & Corporate Governance Committee chair; met 4 times in FY2024; oversees board evaluation, succession planning, and AI-related material risk identification/management .
- Attendance: In FY2024, no director attended fewer than 75% of board and applicable committee meetings; board held 6 meetings and committees met 12 times in total .
- Controlled company risk: Founder holds all Class B shares (20 votes/share) and controls majority voting power; HYPR may rely on governance exemptions (e.g., majority independent board not required) .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director annual retainer |
| Committee chair fee | $10,000 | Nominating & Corporate Governance chair |
| Committee member fee | $10,000 | Audit member |
| Total cash fees (2024) | $70,000 | Reported for Wolterman in 2024 |
Performance Compensation
| Equity Element | Grant Date | Shares/Options | Exercise Price | Grant-Date Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Annual director option | Jun 12, 2024 | 79,200 options | $0.87 | $68,904 | Vests over period from one annual meeting to next, subject to service | 10-year term [policy] |
| Total stock options held (FY-end) | As of Dec 31, 2024 | 361,545 options | — | — | — | — |
- Policy: Each non-employee director automatically receives an annual non-qualified stock option for 79,200 shares following the annual meeting; options vest by the next annual meeting and have a 10-year term. New directors may receive initial RSUs vesting over three years. In 2025, two directors (not Wolterman) agreed to waive the annual option grant .
- No performance metrics (TSR/EBITDA/etc.) are tied to director equity; vesting is service-based per policy .
Other Directorships & Interlocks
| Company | Sector | Interlock/Conflict Assessment |
|---|---|---|
| Globus Medical, Inc. | Orthopedics/medtech | No disclosed related-party transactions with HYPR; sector adjacency but not an MRI competitor; routine network overlap in medtech boards . |
| NuVasive, Inc. (prior) | Orthopedics/spine | Tenure ended at merger; no HYPR-related conflicts disclosed . |
| Invuity, Inc.; Volcano Corporation (prior) | Medtech | Prior public boards; no HYPR-related conflicts disclosed . |
- Related-party oversight: Audit Committee (including Wolterman) reviews and must approve related person transactions; HYPR discloses arrangements primarily involving founder-affiliated entities (4Catalyzer/TSEAs), with audit committee procedures in place .
Expertise & Qualifications
- Degrees: B.S. Business Administration; MBA (University of Cincinnati); MHA (Xavier University) .
- Industry: ~40 years in healthcare operations and medtech; former CEO of a large health system; experience leading private medtech firms; public company board governance in multiple medtechs .
- Board qualifications: Leadership in healthcare industry; governance and succession oversight; AI risk oversight through nom/gov charter responsibilities .
Equity Ownership
| Holder | Class A Shares | Options (Exercisable within 60 days) | Total Beneficial | % Ownership |
|---|---|---|---|---|
| Daniel J. Wolterman | 19,586 | 239,845 | 259,431 | <1% (indicated as *) |
- Shares outstanding basis: 62,784,562 Class A and 15,055,288 Class B as of Mar 31, 2025; Class B carries 20 votes/share, all held by founder, amplifying control; Wolterman’s voting impact is de minimis relative to Class B .
- Hedging/pledging: Insider trading policy prohibits hedging and non-recourse pledging for directors and employees; pre-clearance and blackout procedures apply .
Governance Assessment
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Strengths
- Independent director with significant healthcare operations and medtech governance experience; serves as chair of Nominating & Corporate Governance and member of Audit, indicating high engagement and trust in oversight roles .
- Solid attendance; no director fell below 75% participation in FY2024 .
- Compensation alignment for directors mixes modest cash retainers with equity options, promoting shareholder alignment; Wolterman’s 2024 mix: $70k cash vs $68.9k equity .
- Explicit audit committee oversight of related-party transactions; Wolterman participates in controls around founder-affiliated arrangements .
-
Risks and RED FLAGS
- Controlled company status with founder holding all Class B shares (20 votes/share) and majority voting power reduces practical influence of independent directors and weakens standard Nasdaq governance safeguards; board independence majority not required under exemptions .
- Extensive related-party ecosystem (4Catalyzer leases/services, technology exchange agreements) tied to founder’s entities—while overseen by Audit Committee, these arrangements pose ongoing conflict risk requiring vigilant monitoring .
- No disclosed director stock ownership guidelines or pledging disclosures beyond the general anti-hedging/pledging policy; lack of explicit director ownership targets limits assessment of “skin-in-the-game” alignment (not disclosed) .
-
Implications
- Wolterman’s committee leadership (nom/gov, AI risk) and audit participation are positives for process integrity; however, founder-controlled voting power can override governance signals, tempering investor confidence in board independence.
- Equity compensation for directors is time-based rather than performance-based; investors should view options as alignment tools but not as performance gates.