John Dahldorf
About John Dahldorf
John Dahldorf (age 68) is an independent director at Hyperfine (HYPR) and chairs the Audit Committee; he also serves on the Compensation Committee. He has served on the board since the December 2021 business combination and is designated an “audit committee financial expert,” reflecting deep finance and accounting expertise from multiple CFO roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adagio Medical Inc. | Chief Financial Officer | May 2023 – Mar 2025 | Senior finance leadership; private medtech (no board role disclosed) |
| SCN BestCo. | Chief Financial Officer | 2017 – Mar 2023 | Senior finance leadership |
| Acutus Medical, Inc. | Chief Financial Officer | 2015 – 2017 | Public medtech CFO experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Q’Apel Medical Inc. | Chief Financial Officer | Apr 2025 | Current operating role; private company |
Other public company directorships: none disclosed in HYPR’s proxy .
Board Governance
- Independence and service: The board deems Dahldorf independent under SEC and Nasdaq rules; he has served since Dec 2021 .
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Financial expertise: Board determined he is an “audit committee financial expert” and financially sophisticated .
- Attendance: In 2024, no director attended fewer than 75% of board and committee meetings (board met 6x; committees met 12x total) .
- Controlled company context: HYPR is a Nasdaq “controlled company” with founder Dr. Rothberg holding a majority of voting power; certain Nasdaq governance requirements may be opted out of, increasing reliance on committee oversight for minority protections .
- Related party oversight: The Audit Committee oversees related person transactions under a written policy (including pre-approval/ratification), and also oversees whistleblower, compliance, and cybersecurity matters .
Fixed Compensation
| Component | Amount | Period/Detail |
|---|---|---|
| Annual director cash retainer | $50,000 | Director compensation policy (amended Apr 1, 2024) |
| Audit Committee Chair retainer | $20,000 | Director compensation policy |
| Compensation Committee member retainer | $7,500 | Director compensation policy |
| Cash fees earned (Dahldorf) | $77,500 | FY2024 director compensation (matches 50k + 20k + 7.5k) |
Performance Compensation
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Annual non-qualified stock option | Jun 12, 2024 | 79,200 options | $0.87 | Vests at next annual meeting (one-year service vest) | Included in $68,904 FY24 option value |
- 2024 total equity compensation (Dahldorf): $68,904 grant-date fair value of options .
- Performance metrics: None disclosed for director equity; options are time-based and vest with continued service from one annual meeting to the next .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dahldorf |
| Committee interlocks | Compensation Committee comprised of Ruth Fattori (chair) and John Dahldorf; no executive officer interlocks in 2024 . |
Expertise & Qualifications
- Audit Committee financial expert; financial sophistication per Nasdaq/SEC definitions .
- CFO track record across medtech companies (public and private), including Acutus Medical (public) and current CFO role at Q’Apel Medical .
- Education: Bachelor of Finance and MBA from Western Illinois University .
Equity Ownership
| Metric | Amount | As of |
|---|---|---|
| Class A shares owned (beneficial) | 19,586 | Mar 31, 2025 |
| Options exercisable within 60 days | 239,845 | Mar 31, 2025 |
| Aggregate stock options held | 361,545 | Dec 31, 2024 |
| Ownership % of Class A | <1% (denoted by “*”) | Mar 31, 2025 |
- Hedging/pledging: Insider trading policy prohibits short-term trading, hedging strategies (e.g., collars/straddles), and borrowing or other arrangements involving non-recourse pledges; pre-clearance applies to directors .
Governance Assessment
- Strengths
- Independent director with deep CFO experience; designated audit committee financial expert and chair of Audit Committee—supports robust financial oversight .
- Strong engagement record; met ≥75% attendance threshold; committees (Audit and Compensation) each met 4x in 2024, indicating active governance cadence .
- Director compensation structure aligns with service (cash retainer plus annual at-risk equity via options); equity vests with service, supporting alignment without complex metrics .
- Audit Committee tasked with approving related person transactions, important given legacy arrangements with founder-affiliated entities .
- Risk indicators and monitoring items
- Controlled company status concentrates voting power with founder (approx. 84.1% voting power), limiting minority shareholder influence; elevates the importance of independent committee oversight and clear disclosure .
- Related-party exposures: sublease and services with 4Catalyzer and multi-entity technology/service exchange agreements across founder-affiliated companies; continued vigilance by Audit Committee is warranted .
- Ownership alignment: Dahldorf’s beneficial ownership is <1% with modest direct share holdings, though cumulative options are meaningful for a small-cap board context; absence of director-specific ownership guidelines not disclosed .
Net takeaway: Dahldorf brings credible finance governance and audit rigor as Audit Chair and compensation committee member, with solid meeting engagement and independent status. In a controlled company with related-party arrangements, his role as financial expert and related-party gatekeeper is a positive signal for investor confidence, though minority-protection risks inherent to controlled-company structures persist .