Maria Sainz
About Maria Sainz
Maria Sainz, 59, has served as Hyperfine’s President, Chief Executive Officer, and Director since October 2022 and has been on the board since December 2021. She holds a BA in Linguistics from Universidad Complutense de Madrid and a Masters in International Business from the American Graduate School of International Management . As CEO, her annual bonus is discretionary and tied to financial and operating metrics; she received $266,537 for 2024 and $297,000 for 2023 in non‑equity incentive cash, with base salary rising from $550,000 in 2023 to $567,692 paid in 2024 and increases approved to $573,000 (effective 3/17/2024) and $585,000 (effective 3/16/2025) . Hyperfine’s insider trading policy prohibits hedging and generally prohibits non‑recourse pledging of company shares, supporting alignment by limiting speculative or leveraged positions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aegea Medical | President & CEO | May 2018–Feb 2021 | Women’s health medtech; company acquired by CooperSurgical in 2021 |
| Cardiokinetix Inc. | President & CEO | 2012–2017 | Medtech firm; CEO through commercialization efforts |
| Concentric Medical | President & CEO | Not disclosed (company acquired by Stryker in 2011) | Stroke devices; leadership preceding strategic exit |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Onera Health | Director | Not disclosed | Current service |
| Tissium (private medtech) | Independent Board Member | Not disclosed | Current service |
| Shockwave Medical, Levita Magnetics, Avanos Medical, Atrion, Orthofix | Director (prior) | Not disclosed | Prior public company board service |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary paid ($) | $95,192 | $550,000 | $567,692 |
| Target bonus (%) | 90% of base | 90% of base | 90% of base |
| Actual annual bonus ($) | $65,498 | $297,000 | $266,537 |
| Sign‑on bonus ($) | $125,000 (paid Nov 2022 and May 2023; clawback if depart <12 months) |
Notes:
- Base salary increases approved: to $573,000 effective 3/17/2024 and to $585,000 effective 3/16/2025 .
- Bonuses are discretionary and based on annual financial and operating performance metrics .
Performance Compensation
| Incentive type | Metric/structure | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual cash bonus | Discretionary; tied to corporate financial and operating metrics; CEO bonus approved by the board | $297,000 | $266,537 |
Equity awards and vesting
| Grant date | Type | Shares | Exercise price | Vesting schedule | Expiration |
|---|---|---|---|---|---|
| 6/9/2022 | Stock option | 85,345 | $2.20 | Vested in full on 6/9/2023 | 6/9/2032 |
| 10/31/2022 | Stock option | 3,175,000 (award per offer letter) | $0.91 (as per outstanding awards table) | 25% on 10/31/2023; remainder 2.08% monthly thereafter, subject to service | 10/31/2032 |
| 3/28/2024 | Stock option | 1,435,000 | $1.00 | Time‑based vesting per plan; standard four‑year schedules; subject to service (specific cadence not separately disclosed for this grant) | 3/28/2034 |
| RSUs (3/28/2022; 4/28/2022) | RSUs | — for CEO at 2024 YE; prior RSU grants had 25% at first anniversary, then equal quarterly installments over three years | — | — |
Equity Ownership & Alignment
| As-of date | Class A shares beneficially owned (#) | Ownership (%) | Direct shares (#) | Options exercisable within 60 days (#) | Voting power |
|---|---|---|---|---|---|
| 4/1/2024 | 1,375,011 | 2.4% | 32,896 | 1,342,115 | <1% (“*”) |
| 3/31/2025 | 2,593,831 | 4.1% | 39,425 | 2,554,406 | <1% (“*”) |
Alignment indicators
- Insider trading policy prohibits short‑term trading, hedging devices, and generally prohibits borrowing or other arrangements involving non‑recourse pledges of company securities; pre‑clearance and blackout windows apply .
- Hyperfine is a controlled company; voting power is concentrated due to Class B 20‑vote shares held by the founder, which may affect takeover dynamics and governance leverage .
Employment Terms
| Term | Detail |
|---|---|
| Position and start date | Appointed President & CEO effective 10/24/2022; continues as board director |
| Offer letter | Base salary $550,000; target bonus 90% of base; $125,000 sign‑on bonus (two tranches; clawback if depart <12 months); initial option grant 3,175,000 shares; eligible for severance plan participation |
| Severance plan (non‑CIC) | If terminated without cause outside the 12‑month Change‑in‑Control (CIC) window: severance equals then‑current base salary × multiplier; company COBRA contributions during severance period |
| Severance plan (CIC window; double trigger) | If terminated without cause or resigns for good reason during CIC period: lump sum equals then‑current base salary + then‑current target annual bonus × CIC multiplier; COBRA contributions; all unvested equity becomes fully vested upon termination (double‑trigger acceleration) |
| At‑will | Employment is at‑will per offer letter |
| Equity grant timing policy | Annual grants typically at end of Q1; policy bars timing grants around MNPI releases and requires blackout adherence |
Board Governance
- Role: CEO and director; chairperson is non‑employee R. Scott Huennekens (separate Chair/CEO roles) .
- Prior committee service: before becoming CEO, Sainz served on the Audit Committee and the Nominating & Corporate Governance Committee .
- Committee composition: Audit (Chair: John Dahldorf; members: Ruth Fattori, Daniel Wolterman); Compensation (Chair: Ruth Fattori; member: John Dahldorf); Nominating & Governance (Chair: Daniel Wolterman; member: Ruth Fattori). All committee members are independent per Nasdaq .
- Meeting attendance: No director attended fewer than 75% of board and committee meetings in 2024 (6 board; 12 committee meetings) and 2023 (4 board; 14 committee meetings) .
- Controlled company exemption: Majority voting power held by founder via Class B shares; board independence requirements are exempted under Nasdaq rules (risks: reduced governance protections) .
Director compensation schedule (for non‑employee directors)
| Position | Annual retainer ($) |
|---|---|
| Board member | 50,000 |
| Board chair (additional) | 40,000 |
| Audit chair/member | 20,000 / 10,000 |
| Compensation chair/member | 15,000 / 7,500 |
| Nominating & governance chair/member | 10,000 / 5,000 |
| Annual option grant (post‑meeting) | 79,200 shares; 10‑year term; vests by next annual meeting (beginning 2024) |
Maria’s director compensation in 2022 (pre‑CEO period) was $54,550 cash plus $100,000 option grant date fair value (included in “All Other Compensation” in the 2022 NEO table) .
Director Compensation (for Maria as director)
- As CEO, Maria is not compensated for board service after appointment; her 2022 director compensation is reflected in NEO “All Other Compensation” disclosure ($154,550 total, comprising $54,550 cash and $100,000 option fair value) .
Compensation Structure Analysis
- Mix shift: 2024 total compensation rose to $2,269,229, driven by a new time‑based option grant ($1,435,000 grant date fair value), while cash bonus declined versus 2023 ($266,537 vs $297,000) . Equity remains the dominant incentive lever (options vs RSUs), indicating emphasis on long‑term shareholder value creation .
- Performance metrics: Cash bonuses are approved by the board for the CEO and tied to annual financial/operating goals; specific metric weightings/targets are not disclosed, limiting pay‑for‑performance visibility .
- Option repricing context: Company effected an option repricing on 10/31/2022; Maria’s large CEO grant is dated that day with a $0.91 exercise price. While repricing can be a governance red flag, the proxy emphasizes policies to avoid timing grants around MNPI .
Related Party Transactions (governance context)
- Facility leases with 4Catalyzer: Company paid ~$509,000 in 2024 and ~$399,000 in 2023 in rent under arrangements overseen by the audit committee, reflecting ongoing related‑party exposure with entities affiliated with the founder .
Risk Indicators & Red Flags
- Controlled company status concentrates voting power and may limit governance protections for Class A holders .
- Option repricing (10/31/2022) is a potential red flag; however, policies claim grants are not timed around MNPI disclosures .
- Hedging/pledging restrictions mitigate misalignment from speculative or leveraged positions by executives .
- Form 4 activity: No recent Form 4s were returned by the tool for HYPR (limitation of available data), so near‑term selling pressure cannot be assessed here. We searched Form 4s and found none returned for HYPR in 2024–2025 [ListDocuments: type 4 returned 0].
Employment & Contracts (retention and transition)
| Item | Terms |
|---|---|
| Contract term | At‑will; no fixed term |
| Severance (non‑CIC) | Base salary × multiplier; COBRA contribution |
| Severance (CIC; double trigger) | Base + target bonus × CIC multiplier; COBRA; full acceleration of unvested equity upon qualifying termination |
| Non‑compete / non‑solicit | Not specifically disclosed in filings cited |
| Clawback policy | Not specifically disclosed; standard SEC/Nasdaq rules may apply, but company‑specific clawback terms were not found in cited documents |
Investment Implications
- Alignment: Maria’s ownership increased to ~2.59M Class A beneficial shares as of 3/31/2025 (driven largely by exercisable options), with anti‑hedging/anti‑pledging policies enforcing alignment. Watch monthly vesting cadence for her 10/31/2022 grant (2.08% per month after initial 25%) as potential overhang dynamics if exercises/disposals occur, though no recent Form 4s were found via the tool .
- Pay‑for‑performance: Cash bonus variability (2023: $297k; 2024: $266k) suggests payouts track internal metrics; lack of disclosed targets/weights limits external benchmarking, but heavy equity (time‑based options) tilts incentives to long‑term value creation .
- Change‑of‑control economics: Double‑trigger acceleration of unvested equity and inclusion of target bonus in CIC severance elevate potential transaction costs and may influence deal negotiations and retention calculus .
- Governance: Controlled company status reduces typical Nasdaq independence protections, but separate Chair/CEO roles and independent committee compositions (Audit, Compensation, Nominating) provide counterbalances. Related‑party leases reflect ongoing founder influence and deserve monitoring .
- Trading signals: Monitor quarterly grant timing (end of Q1) and blackout policies; any significant option exercises by insiders or shifts in director equity grants (e.g., waivers by certain directors in 2025) can alter float and sentiment .
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