Scott Shuda
About Scott A. Shuda
Scott A. Shuda, age 59, is InfuSystem’s independent Chairman of the Board, serving as a director since September 7, 2016 and as Chairman since December 19, 2018 . He holds a JD and MBA from Georgetown University and brings 25+ years in law, technology, and entrepreneurial transactions including IPOs, venture financings, and M&A . Shuda is Managing Director of TSV Investment Partners, LLC (sole GP of Meridian OHC Partners, LP), and has deep experience with small-cap medical device companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InfuSystem Holdings, Inc. | Director; Chairman of the Board | Director since Sep 7, 2016; Chairman since Dec 19, 2018 | Presides over executive sessions of independent directors; governance oversight |
| Iridex Corporation (NASDAQ: IRIX) | Director; Chairman of the Board | Director since 2019; Chairman since Jun 24, 2020; prior director 2012–2017 | Member of compensation and nominating & governance committees (Iridex) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Meridian OHC Partners, LP | Co-founder | Ongoing | Investment firm focused on public technology/healthcare companies |
| BlueLine Partners, LLC | Co-founder | Ongoing | Investment firm; public tech/healthcare focus |
| TSV Investment Partners, LLC | Managing Director | Ongoing | Sole GP of Meridian; Shuda holds voting/dispositive power over Meridian-held INFU shares |
Board Governance
- Independence: Board affirms Shuda and all nominees are independent under NYSE American standards, except the Company’s President/COO Carrie Lachance; Gendron’s prior consulting was evaluated without impairing independence .
- Attendance: Board met 6 times in FY2024; each director attended at least 75% of Board and committee meetings; all attended the 2024 annual meeting .
- Leadership: Independent, non-executive Chairman structure; independent directors held executive session opportunities at every regular meeting, presided over by the Chairman (Shuda) .
- Committees:
- Audit Committee: Gendron (Chair), Eichenbaum, Hundzinski, Huss; held 8 meetings in FY2024 .
- Compensation Committee: Boyd (Co-Chair), Huss (Co-Chair), Gendron; held 9 meetings in FY2024 .
- Nominating & Governance Committee: Boyd, Eichenbaum, Shuda (Chair); held 2 meetings in FY2024; charter includes director selection and ESG oversight .
Fixed Compensation
| Component | Amount/Policy | FY2024 Notes |
|---|---|---|
| Board retainer (Independent Director) | $50,000 annual cash | Paid quarterly in arrears |
| Chairman of the Board fee | $90,000 annual cash | Paid quarterly in arrears |
| Audit Committee Chair | $20,000 annual cash | Members: $10,000 |
| Compensation Committee Co-Chair | $10,000 annual cash | Members: $5,000 |
| Nominating Committee Chair | $10,000 annual cash | Members: $5,000 |
| Shuda FY2024 Fees Earned | $98,300 | Actual cash received |
Performance Compensation
| Equity | Grant/Status | Key Terms |
|---|---|---|
| FY2024 Director Option Grant | 35,685 options per Independent Director | Exercise price $6.34; vest over one year or immediately upon change in control per 2021 Equity Plan |
| FY2024 Option Grant Fair Value (Shuda) | $97,416 | ASC 718 grant-date fair value |
| Outstanding Options (Shuda) as of 12/31/2024 | 165,109 total; 129,424 exercisable | Expirations: 35,000 (May 20, 2030); 35,000 (May 18, 2031); 35,000 (May 17, 2032); 24,424 (May 18, 2033); 35,685 (May 17, 2034) |
| Change-in-Control treatment | Immediate vesting for options and RSUs; performance awards assessed and settled per Committee determination | Plan administration by Compensation Committee; ability to cancel awards with value paid; no repricing without shareholder approval |
Notable practices: anti-hedging/anti-pledging; no option repricing without shareholder approval; double-trigger severance applies to executives (company-wide practices) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| Iridex Corporation (IRIX) | Chairman; Director | Compensation; Nominating & Governance (Iridex) | Interlock: INFU director Beverly Huss also serves on Iridex board and chairs Iridex Compensation Committee |
- Potential interlock consideration: Two INFU directors (Shuda, Huss) serve on Iridex’s board, possibly increasing information flow; no disclosed related party transactions with Iridex .
Expertise & Qualifications
- Legal and financial training (JD/MBA, Georgetown); extensive small-cap medical device experience; transactions from IPOs to M&A .
- Investment leadership roles (Meridian, BlueLine, TSV), aligning financial acumen with governance .
Equity Ownership
| Holder | Breakdown | Total Beneficial Ownership | Percent of Outstanding |
|---|---|---|---|
| Scott Shuda / Meridian OHC Partners, LP | Direct: 101,994 shares; Indirect (Meridian/TSV): 298,383 shares; Options exercisable within 60 days: 165,109 | 565,486 shares | 2.7% (based on 21,016,415 shares outstanding) |
| Voting/Dispositive Control | Shuda, as MD of TSV (sole GP of Meridian), holds voting/dispositive power over 400,377 shares | — | — |
Related party policy: Board/Audit Committee pre-approve and annually review related party transactions; none required to be reported for FY2023–FY2024 .
Governance Assessment
-
Positives:
- Independent Chairman with regular executive sessions enhances oversight and board effectiveness .
- Clear committee structure; Shuda chairs Nominating & Governance with ESG oversight responsibilities .
- Strong attendance disclosure; directors met minimum thresholds; full annual meeting attendance .
- Transparent director pay structure; modest cash retainers, equity aligned via annual options; immediate vesting on CoC aligns with continuity incentives .
-
Watch items / potential conflicts:
- Ownership/influence: Shuda’s beneficial stake via Meridian/TSV (2.7%) and voting/dispositive power over affiliated shares may shape governance dynamics; Board affirms independence but investors should monitor alignment and any transactions involving Meridian/TSV .
- Outside interlocks: Dual presence of Shuda and Huss on Iridex’s board could create perceived conflicts if business relationships were to arise; currently, no related party transactions reported with Iridex .
-
Compensation structure signals:
- Director equity delivered solely as stock options in 2024 (no RSUs disclosed for directors), with one-year vesting or immediate CoC acceleration; equity plan forbids repricing without shareholder approval, mitigating governance risk .
- Non-employee director value capped by plan at $500,000 per fiscal year including cash and equity (plan limit), controlling pay inflation risk .
-
RED FLAGS:
- Shares pledged, hedging, tax gross-ups, or option repricing: Not disclosed for directors; company policy prohibits executive hedging/pledging and option repricing without shareholder approval .
- Related-party transactions: None disclosed for FY2023–FY2024 .
- Low say-on-pay results: Not disclosed; advisory vote proposed but no percentage outcome reported in proxy .
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