Paul Gendron
About Paul A. Gendron
Paul A. Gendron, age 63, is an independent director of InfuSystem Holdings, Inc., serving on the board since May 15, 2019 . A CPA with 30+ years at PricewaterhouseCoopers LLP (22 years as audit partner), he held leadership roles including North Texas Market Assurance Leader, U.S. Assurance Talent Transformation Leader, and Southwest Region Technology Practice Risk Management Leader; he holds a BBA in accounting from the University of Texas at Austin and served on its Accounting Advisory Council . The Board affirmatively determined his independence, including reviewing a short financial consulting engagement with the company in early 2019 and concluding it did not impair independent judgment . He qualifies as the Audit Committee’s “financial expert” under Item 407 of Regulation S‑K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Client Service Partner; North Texas Market Assurance Leader; U.S. Assurance Talent Transformation Leader; Southwest Region Technology Practice Risk Management Leader | 22 years as audit partner (part of 30+ years at PwC) | Led assurance practice across multiple offices; governance, risk management, capital markets advisory |
| University of Texas at Austin | Accounting Advisory Council Member | Not disclosed | Advisory capacity |
| Various Non‑profits | Board roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Accounting Advisory Council, UT Austin | Member | Current/unspecified | Advisory role |
| Non‑profit Boards | Director | Prior/unspecified | Not disclosed |
Board Governance
- Committee assignments:
- Audit Committee: Chair; members include Gendron, Eichenbaum, Hundzinski, Huss; designated “financial expert”; 8 meetings in 2024 .
- Compensation Committee: Member; co‑chairs are Boyd and Huss; 9 meetings in 2024 .
- Nominating & Governance Committee: Not a member; 2 meetings in 2024 .
- Board effectiveness and process:
- The Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings; independent directors held executive sessions at each regular meeting, presided by the independent Chairman .
- Leadership structure separates CEO and independent Chairman, supporting oversight .
- Audit oversight milestones under his chairmanship: transition to Deloitte as auditor in 2023 after a competitive process; prior auditor BDO reported no adverse opinions; material weaknesses identified in 2022/early 2023 were addressed through governance processes; the Audit Committee recommended inclusion of audited consolidated financial statements in the 2024 Form 10‑K .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash | $77,936 | Board and committee fees paid quarterly in arrears |
| Standard Cash Retainers (Policy) | Board member: $50,000; Audit Chair: $20,000; Audit member: $10,000; Compensation Co‑Chair: $10,000; Compensation member: $5,000; Nominating Chair: $10,000; Nominating member: $5,000 | Applied per role; Board compensation policy |
Performance Compensation
| Equity Vehicle | 2024 Grant | Exercise/Grant Price | Vesting | Expiration |
|---|---|---|---|---|
| Stock Options (Director annual grant) | 35,685 options | $6.34 per share | Typically vests over 1 year or immediately upon change in control under the 2021 Plan | May 17, 2034 for 2024 grant |
| 2024 Option Award Fair Value (Accounting) | $97,416 | ASC 718 fair value basis | Time‑vested (no performance metrics) | 10‑year term under Plan |
- Director equity awards are time‑based options without performance conditions; no RSUs/PSUs disclosed for directors in 2024 .
Other Directorships & Interlocks
- No current public company directorships disclosed for Paul Gendron; prior non‑profit boards and UT Austin advisory council noted .
- No related interlocks or commercial relationships disclosed; related‑party transactions: none reportable in 2023–2024 .
Expertise & Qualifications
- Designated Audit Committee “financial expert”; CPA; extensive audit, risk management, governance, and capital markets experience with global companies .
- Board governance capabilities emphasize audit project management, risk controls, and M&A/public offerings .
Equity Ownership
| Category | Shares/Units | Detail |
|---|---|---|
| Total Beneficial Ownership | 200,109 shares; <1% of outstanding | Based on 21,016,415 shares outstanding on Mar 20, 2025 |
| Directly Owned | 65,000 shares | As of Mar 20, 2025 |
| Options Exercisable or Exercisable within 60 Days | 135,109 shares | As of Mar 20, 2025 |
| Outstanding Options (12/31/2024) | 135,109 total; 99,424 exercisable | Balance unexercisable as of 12/31/2024 |
| Option Expirations (Legacy Lots) | 25,000 each expiring May 20, 2030; May 18, 2031; May 17, 2032; 24,424 expiring May 18, 2033; 35,685 expiring May 17, 2034 | Director grant cadence across prior years |
| Hedging/Pledging | Company policy discourages hedging and prohibits pledging/margin; pre‑clearance required | No pledging disclosed |
Governance Assessment
-
Strengths
- Independence affirmed; prior short consulting engagement reviewed and deemed not impairing independence .
- As Audit Chair and designated “financial expert,” he led a robust audit oversight process, including auditor transition and addressing previously disclosed material weaknesses, supporting investor confidence in financial reporting .
- High engagement indicated by committee activity (Audit: 8 meetings; Compensation: 9; Board: 6) and directors’ attendance at least 75% .
- Ownership alignment through meaningful option holdings; anti‑hedging/anti‑pledging policies reduce misalignment risk .
-
Watch items / potential red flags
- 2024 Say‑on‑Pay earned 53% support, signaling shareholder dissatisfaction with pay practices; however, the Compensation Committee (of which Gendron is a member) conducted outreach (~69% of shares contacted; ~22% engaged/noted) and implemented 2025 changes (STI metrics shifted to 50% AEBITDA/50% revenue; PSU weight increased to 50%; RSU vesting moved to ratable over three years; PSU period extended to 3 years with relative TSR to Russell 2000), showing responsiveness .
- Equity overhang: if shareholders approve the 2021 Plan amendment, fully diluted overhang would be ~20.2% (increase of 4.8%), which some investors may view as dilutive; rationale and share usage considerations were disclosed .
-
Related‑party/conflicts
- No related‑party transactions reportable in 2023–2024; Board/Audit Committee pre‑approve any such transactions per policy .
- Insider Trading Policy restricts hedging/pledging; Clawback adopted for executives and plan‑level recoupment rights for awards, mitigating misconduct risk .