Ronald Hundzinski
About Ronald Hundzinski
Ronald Hundzinski, age 66, joined InfuSystem’s Board on November 12, 2024. He is a veteran public-company CFO and finance leader with 40+ years across automotive and industrials, and currently serves as Chairman of the Board at Gentherm, Inc. He holds a BBA in Finance from Western Michigan University and an MBA from the University of Colorado .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TI Fluid Systems | Chief Financial Officer; Executive Director | Jan 2020 – Apr 2023 | Public-company CFO; board-level finance oversight |
| Tenneco Inc. | EVP, Finance | Jan 2018 – Dec 2019 | Corporate finance leadership |
| BorgWarner, Inc. | EVP & CFO (2012–2018); prior roles incl. Treasurer, PAO, VP Finance (Turbo Systems) | Various; CFO 2012–2018 | Deep accounting, internal controls, capital markets; operating finance |
External Roles
| Company | Role | Since | Industry/Notes |
|---|---|---|---|
| Gentherm, Inc. | Director; Chairman of the Board | Director since 2016; Chairman current | Thermal management and pneumatic comfort technologies for automotive and medical industries |
Board Governance
- Independence: The Board affirmed Hundzinski is an Independent Director under NYSE American standards (all directors except the President/COO were deemed independent) .
- Committees: Member, Audit Committee (members: Gendron—Chair, Eichenbaum, Hundzinski, Huss). Audit held 8 meetings in FY2024; all members were independent and compliant with Rule 10A‑3; Gendron designated audit committee financial expert .
- Attendance: The Board met 6 times in FY2024; each director attended at least 75% of Board and applicable committee meetings. Independent director executive sessions were held at each regularly scheduled Board meeting and chaired by the independent Chairman .
- Leadership: Separate CEO and Chairman roles; Chairman is independent .
Fixed Compensation
| Director | Year | Fees Earned (Cash) | Notes |
|---|---|---|---|
| Ronald Hundzinski | 2024 | $8,219 | Pro‑rated cash fees following appointment on Nov 12, 2024 . |
Director cash fee schedule in 2024 (paid quarterly): $50,000 per independent director; $90,000 Board Chair; Audit Chair $20,000 / members $10,000; Compensation Co‑Chairs $10,000 each / members $5,000; Nominating Chair $10,000 / members $5,000 .
Performance Compensation
| Grant Type | Shares/Units | Exercise/Strike | Grant Context | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Stock Options | 13,264 | $9.51 | Granted upon Board appointment (Nov 12, 2024) | Vests over 1 year; accelerates upon change in control under 2021 Equity Plan | Nov 12, 2034 | $55,483 . |
Notes:
- Standard 2024 director equity was options for 35,685 shares each; exception applied to Hundzinski due to mid‑year appointment .
- Options granted at closing price on grant date; one‑year vest or immediate on change in control per plan .
Other Directorships & Interlocks
| Relationship | Detail | Potential Overlap |
|---|---|---|
| Gentherm, Inc. | Chairman; Director since 2016; automotive/medical thermal technologies | INFU’s business focuses on DME services and biomedical support; no related-party transactions reported for FY2023–FY2024 . |
Expertise & Qualifications
- Extensive CFO/finance leadership across multiple public companies; strengths in accounting, internal controls, capital markets, M&A and operating finance .
- Adds depth to INFU Board oversight and committee work as Company diversifies its business .
- Audit Committee member; not designated the committee’s “financial expert” (that designation is held by Paul Gendron) .
Equity Ownership
| Holder | Direct Shares | Options Exercisable/Within 60 Days | RSUs/PSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Ronald Hundzinski | — | 13,264 | — | 13,264 | <1% (based on 21,016,415 shares o/s as of Mar 20, 2025) . |
Policy constraints on alignment risk:
- Hedging and pledging: Company policy strongly discourages hedging and prohibits holding INFU stock in margin accounts or pledging as loan collateral; pre‑clearance required for any monetization transactions .
Governance Assessment
- Strengths: Independent director with deep CFO and internal controls background; immediate integration to Audit Committee; Board/committee independence and executive sessions; no related‑party transactions reported in FY2023–FY2024; anti‑hedging and anti‑pledging policy in place .
- Watch items: Short INFU tenure (appointed Nov 12, 2024), and modest current beneficial ownership limited to options (13,264; <1%)—monitor future equity accumulation for alignment signals .
- Committee workload/engagement: Audit Committee met 8 times in FY2024; Board reported all directors met ≥75% attendance requirements, indicating baseline engagement .
Related-Party Exposure and Policies
- Related-party transactions: None required to be reported under Item 404(d) for FY2023 and FY2024 .
- Clawback: Company maintains a clawback policy compliant with SEC/NYSE requirements—applies to incentive-based compensation for covered executives (NEOs). Not specified for non‑employee directors .
- Equity plan/change in control: Director stock options vest immediately upon a change in control under the 2021 Equity Plan .
Director Compensation (Cross-Reference)
| Director | Year | Fees Earned (Cash) | Option Awards (Grant-Date FV) | Total |
|---|---|---|---|---|
| Ronald Hundzinski | 2024 | $8,219 | $55,483 | $63,702 . |
Attendance and Independence (Cross-Reference)
| Metric | Disclosure |
|---|---|
| Board meetings held (FY2024) | 6 |
| Audit Committee meetings (FY2024) | 8 |
| Director attendance | Each director attended ≥75% of Board and committee meetings served |
| Independence | All directors except the President/COO are independent (includes Hundzinski) |