John J. Sviokla
About John J. Sviokla
Dr. John J. Sviokla, age 67, was elected to the InfuSystem (INFU) Board at the May 15, 2025 Annual Meeting; he was nominated to fill a vacancy and is classified as an Independent Director under NYSE American standards . He co-founded GAI Insights in May 2023 and previously served as an HBS associate professor (1986–1998), Vice Chairman at Diamond Technology Partners (1998–2010), and a senior partner/C-suite leader at PwC (2010–2018), with strategic roles at GroupBionic (2018–2023) and Manifold (2020–2023) . His academic credentials include a Doctorate in Management Information Systems and MBA from Harvard Business School and a BA from Harvard College; he is a published author and frequent media contributor focused on AI and digital strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Associate Professor; taught first HBS AI course; created first ecommerce curriculum | 1986–1998 | Established early AI/ecommerce curricula |
| Diamond Technology Partners | Vice Chairman; led “The Exchange” think tank | 1998–2010 | Board leadership; thought leadership on digital/AI |
| PwC (PricewaterhouseCoopers LLP) | Senior partner; Chief Marketing Officer; Global Head of Thought Leadership | 2010–2018 | Partner/client development; global thought leadership |
| GroupBionic | Strategic Advisor | 2018–2023 | Growth strategy advisory |
| Manifold (VC/consulting) | Partner | 2020–2023 | Venture investing and growth consulting |
| GAI Insights | Co-founder (agentic-first AI research firm) | May 2023–present | AI strategy and value creation research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diamond Technology Partners (public) | Vice Chairman | 1998–2010 | Board leadership |
| Amicas (medical software; public) | Director; Compensation Committee Chair | 2006–2010 | Chaired compensation committee |
| Venzee Technologies (supply chain software; public) | Director | 2021–2023 | Board oversight |
Board Governance
- Independence: The Board determined all directors and nominees are independent except for President/COO Carrie Lachance; this includes Dr. Sviokla .
- 2024 Board activity: Six Board meetings; each director (serving in 2024) attended at least 75% of Board and committee meetings; independent directors had executive session opportunities at each regular meeting .
- Committee structure (2024):
- Audit Committee: Gendron (Chair), Eichenbaum, Hundzinski, Huss
- Compensation Committee: Boyd (Co-Chair), Huss (Co-Chair), Gendron
- Nominating & Governance: Shuda (Chair), Boyd, Eichenbaum
- Post-2025 Annual Meeting leadership: Ronald Hundzinski elected Chairman; Executive Chairman role disbanded .
- Dr. Sviokla committee assignments: Not specified in proxy or subsequent 8-K; expected to be determined by the reconstituted Board .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer – Independent Director | $50,000 | Paid quarterly in arrears |
| Chairman of the Board | $90,000 | Paid quarterly in arrears |
| Audit Committee Chair | $20,000 | Additional to retainer |
| Audit Committee member | $10,000 | Additional to retainer |
| Compensation Committee Co-Chair | $10,000 | Additional to retainer |
| Compensation Committee member | $5,000 | Additional to retainer |
| Nominating Committee Chair | $10,000 | Additional to retainer |
| Nominating Committee member | $5,000 | Additional to retainer |
Performance Compensation
| Element | Grant details | Vesting | Change-of-control | Notes |
|---|---|---|---|---|
| Annual director option grant | 35,685 options per Independent Director in 2024 | Over one year | Vests immediately on change in control | Exercise price equal to closing price on grant date; contingent on 2021 Plan share capacity |
| 2024 exercise price (general director options) | $6.34 per share | N/A | N/A | From 2024 director compensation detail |
| Equity grant timing policy | Grants approved at first regular Compensation Committee meeting; no timing around MNPI; 2024 awards not within 4 days before/1 day after MNPI filings | N/A | N/A | Governance safeguard |
Note: The proxy discloses the standard director equity structure and 2024 parameters; specific grants to Dr. Sviokla post-election were not detailed in the 8-K or proxy materials .
Other Directorships & Interlocks
| Company | Relationship to INFU | Overlap/Interlock Risk |
|---|---|---|
| Amicas (2006–2010) | Unrelated medical software; prior service | No INFU supplier/customer overlap disclosed |
| Diamond Technology Partners (1998–2010) | Consulting; prior service | No INFU overlap disclosed |
| Venzee Technologies (2021–2023) | Supply chain software; prior service | No INFU overlap disclosed |
Expertise & Qualifications
- AI, digital strategy, and innovation leadership; founded GAI Insights to advance agentic-first AI value creation .
- Academic foundation in AI (doctoral thesis), HBS AI course creation, and ecommerce curriculum development .
- Compensation and governance experience via chairing Amicas’ Compensation Committee; broad board and executive-level experience at public companies and global firms .
- Harvard MBA and Doctorate in MIS; extensive publication and media presence (HBR, Sloan, WSJ, FT; TV appearances; Forbes columnist) .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (shares) | Not listed for Dr. Sviokla in the March 20, 2025 security ownership table covering >5% holders, directors, and nominees . |
| Pledging/Hedging | Company policy prohibits pledging and margin accounts; strongly discourages hedging and requires pre-clearance of any monetization transactions . |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on NEO Compensation | 11,985,047 | 1,935,652 | 97,492 | 2,132,201 |
Governance Assessment
- Positive indicators:
- Strong shareholder support: All seven nominees, including Dr. Sviokla, elected; his vote tally was 13,083,717 For, 149,089 Against, 785,385 Abstain, with 2,132,201 broker non-votes .
- Independence affirmed for all nominees except the President/COO; Dr. Sviokla classified as independent .
- Robust compensation governance: independent Compensation Committee; use of independent consultants; anti-hedging/anti-pledging; double-trigger CIC; no option repricing without shareholder approval; no tax gross-ups; no SERP .
- No related-party transactions reported for 2023–2024, reducing conflict risk .
- Audit Committee independence and external auditor oversight documented; PCAOB-required communications and independence reviewed .
- Watch items:
- Committee assignments for Dr. Sviokla not yet disclosed post-election; monitor for alignment of AI/tech expertise with committee roles (e.g., Compensation, Nominating) .
- Director equity is option-based with one-year vesting and immediate CIC vesting; while alignment-positive, monitor for any future shift toward time-based RSUs that could lower at-risk pay for directors .
- Ensure ongoing compliance with anti-hedging/anti-pledging and ownership expectations; director ownership guidelines not disclosed in proxy .
Board Governance (Supplemental Details)
| Item | Detail |
|---|---|
| Board meetings (FY2024) | Six meetings; executive sessions opportunity at each regular meeting |
| Post-Meeting leadership change | Hundzinski elected Chairman; Executive Chairman role disbanded |
| Audit Committee members | Gendron (Chair), Eichenbaum, Hundzinski, Huss |
| Compensation Committee members | Boyd (Co-Chair), Huss (Co-Chair), Gendron |
| Nominating & Governance Committee members | Shuda (Chair), Boyd, Eichenbaum |
Director Election Results (Dr. Sviokla)
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 13,083,717 | 149,089 | 785,385 | 2,132,201 |