Kenneth Eichenbaum
About Kenneth D. Eichenbaum, MD, MSE
Independent director of InfuSystem Holdings, Inc. since May 16, 2024; age 48. Board-certified anesthesiologist with clinical practice at Corewell Health William Beaumont University Hospital since 2017 and Trinity Health Oakland Hospital since 2021; Stanford Fellowship in Cardiothoracic Anesthesia; MD from Icahn School of Medicine at Mount Sinai; MS in Data Network Engineering and BS in Materials Science Engineering from University of Pennsylvania; Wharton B.S. with Finance concentration; member of AACR and American Society of Anesthesiologists. Brings hands-on infusion pump and biomedical technology experience, plus 21 years working with investment firms, lecturing on hospital business management and advising ACOs.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corewell Health William Beaumont University Hospital | Anesthesiologist | 2017–present | Clinical expertise in infusion technologies (relevant to INFU’s Patient Services) |
| Trinity Health Oakland Hospital | Anesthesiologist | 2021–present | Clinical operations and perioperative care |
| Stanford University | Fellow, Cardiothoracic Anesthesia | Prior to 2017 | Advanced cardiothoracic anesthesia training |
| Investment Firms (various) | Advisor/analyst | ~21 years | Biotech/med-tech evaluation and capital markets exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Association for Cancer Research (AACR) | Member | Not disclosed | Oncology community engagement |
| American Society of Anesthesiologists | Member | Not disclosed | Professional standards adherence |
Board Governance
- Independence: The Board determined Dr. Eichenbaum is independent under NYSE American standards.
- Committees: Audit Committee member (Chair: Paul Gendron; 8 meetings in 2024); Nominating & Governance Committee member (Chair: Scott Shuda; 2 meetings in 2024). Not on Compensation Committee.
- Board activity: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings; independent directors held executive sessions at each regularly scheduled meeting. All directors at the time attended the 2024 Annual Meeting.
- Risk and governance policies: Insider trading policy discourages hedging and prohibits pledging/margin; pre-clear required. Clawback policy adopted per NYSE/SEC rules (filed with 10-K).
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Board/Committee Cash Fees | $40,781 | Partial-year service (joined May 16, 2024) |
| Cash fee structure (reference) | Board $50,000; Audit Chair $20,000; Audit Member $10,000; Comp Co-Chair $10,000; Comp Member $5,000; Nominating Chair $10,000; Nominating Member $5,000; Chairman of Board $90,000 | Paid quarterly; applies to full-year service |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Exercise/Grant Price | Vesting | Expiration | Grant-Date Fair Value (USD) |
|---|---|---|---|---|---|---|
| Stock Options | May 17, 2024 | 35,685 | $6.34 per share | 1-year vest; immediate upon change-in-control | May 17, 2034 | $97,416 |
| RSUs/PSUs (Directors) | N/A | N/A | N/A | Not part of director program in 2024 | N/A | N/A |
- Director equity is entirely options; no performance metrics (e.g., AEBITDA/Revenue/TSR) are tied to director pay; options are “at-risk” and align with shareholder outcomes. Change-in-control provisions accelerate vesting for options and RSUs per the 2021 Plan.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Dr. Eichenbaum; reduces potential interlocks/conflicts. |
Expertise & Qualifications
- Clinical: Infusion pump/biomedical delivery for critical care and pain management; cardiothoracic anesthesia fellowship.
- Finance/Technology: Wharton finance training; MS in Data Network Engineering; 21 years with investment firms evaluating biotech/med-tech; lectures on hospital business management and ACO advising.
- Board relevance: Audit Committee member with clinical-operational insights; Nominating & Governance Committee member contributing to ESG and board refresh processes.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Shares Outstanding | Breakdown | Notes |
|---|---|---|---|---|
| Kenneth D. Eichenbaum | 39,685 | <1% | 4,000 shares held directly; 35,685 options exercisable or becoming exercisable within 60 days of Mar 20, 2025 | Record date Mar 20, 2025; 21,016,415 shares outstanding |
| Pledging/Hedging | — | — | Prohibited by policy (no margin/pledge; hedging discouraged; pre-clear required) | Company-wide policy reduces alignment risk |
Governance Assessment
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Strengths:
- Independent director with deep clinical infusion expertise and finance/tech background; meaningful for INFU’s Patient Services and Device Solutions strategies.
- Active governance engagement: Audit and Nominating committee memberships; Board and committee cadence suggests active oversight; executive sessions at each regular Board meeting.
- Alignment: Director compensation uses options only; no guaranteed equity; anti-hedging/anti-pledging policy; beneficial ownership includes personal shareholdings.
- No related-party transactions disclosed in 2023–2024; independence affirmed by Board.
-
Watch items / potential red flags:
- Low 2024 Say‑on‑Pay support (53%) indicates shareholder sensitivity to compensation design; although aimed at executives, compensation governance remains a focus area across the board. The Compensation Committee instituted changes for 2025 (metrics shift to AEBITDA/Revenue; PSU weighting/period), which should improve alignment, but continued monitoring is warranted.
- Equity plan overhang: Proposed increase to 6,000,000 shares under the 2021 plan would bring fully diluted overhang to ~20.2% (including 2014 and 2021 plans). Dilution risk requires careful grant pacing and performance linkage; as a Nominating & Governance member, Dr. Eichenbaum’s role encompasses ESG strategy and governance, indirectly touching equity plan optics.
Overall, Dr. Eichenbaum strengthens board effectiveness through clinical-operational expertise relevant to INFU’s core businesses and maintains independence with clean related‑party disclosures. His committee roles, attendance, and alignment-focused compensation structure support investor confidence, with broader compensation governance and plan dilution remaining enterprise-level watch points.