Beverly Huss
About Beverly A. Huss
Independent director at IRIDEX since March 2022; age 65 as of the 2025 proxy; metallurgical engineering B.S. (University of Illinois) and M.S. in technology management (Pepperdine). Former CEO roles at Pagonia Medical (Jan 2021–Jun 2022) and Qool Therapeutics (Sept 2013–Jan 2021), plus senior leadership at Guidant; recognized governance and compensation expertise across multiple medtech boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pagonia Medical, Inc. | Chief Executive Officer | Jan 2021 – Jun 2022 | Early-stage device strategy leadership |
| Qool Therapeutics, Inc. | President & Chief Executive Officer | Sept 2013 – Jan 2021 | Led temperature management therapies; company underwent ABC in Nov 2020 due to COVID-19 |
| Vibrynt, Inc. | President & Chief Executive Officer | Not disclosed | Start-up medtech leadership |
| Guidant Corporation | President, Endovascular Solutions; VP Global Marketing, Vascular Intervention; VP Stent Business Unit | Not disclosed | Commercial and product leadership in interventional devices |
External Roles
| Organization | Role | Committee Positions |
|---|---|---|
| Accuray Incorporated (public) | Director | Compensation Committee Chair |
| InfuSystem Holdings (public) | Director | Compensation Committee Chair |
| Vicarious Surgical Inc. (public) | Director | Not disclosed |
| Clarius Mobile Health (private) | Director | Not disclosed |
| Ancora Heart, Inc. (private) | Director | Not disclosed |
| Prior public company boards | Director | Artes Medical; Coala-Life Group AB; Wright Medical Group N.V.; Dade Behring Holdings |
Board Governance
- Committee assignments (reconstituted April 16, 2025): Audit Committee member; Compensation Committee Chair; Nominating & Governance Committee member; Strategy & Budget Committee member .
- Independence: Board determined all directors except the CEO are independent; Huss specifically identified as independent .
- Attendance and engagement: Board held 14 meetings in FY2024; no director attended fewer than 75% of Board/committee meetings; Huss attended the 2024 annual meeting .
- Board leadership context: Independent Chair (Scott Shuda) presides over executive sessions and coordinates independent director activities .
- Committee activity levels (FY2024): Audit (4 meetings), Compensation (3), Nominating & Governance (5); Strategy & Budget was created in 2025 and had no meetings as of the proxy date .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $40,090 | $52,500 | $52,500 |
| Total ($) | $156,650 | $127,499 | $52,500 |
- Cash retainer policy (context): Non-employee director annual retainer $35,000; committee chair/member retainers (Audit Chair $15,000; Comp Chair $10,000; Nominating Chair $9,500; Audit member $7,500; Comp member $5,000; Nominating member $4,000); Board Chair $35,000; paid quarterly .
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 (Expected at Annual Mtg) |
|---|---|---|---|---|
| Stock Awards (RSUs) – grant date fair value ($) | $74,999 | $74,999 | — (Board forewent regular equity grants in 2024) | — |
| Option Awards – grant date fair value ($) | $41,561 (new director option 15,000 shares) | — | — | $74,200 dollar value; 53,000 shares expected (number set by $75,000 ÷ closing price at grant) |
| Vesting terms (RSUs) | Annual RSUs vest at 1 year or next AGM (service-based) | Annual RSUs vest at 1 year or next AGM (service-based) | No RSUs granted | — |
- 2024 equity decision: Board explicitly decided to forego regular non-employee director equity grants at the 2024 annual meeting (cost discipline signal) .
- 2025 expected option grants: Non-employee directors expected to receive options sized by a $75,000 value; exercise price must be at least fair market value per the 2008 EIP; Huss estimated at 53,000 shares ($74,200 disclosed) .
Other Directorships & Interlocks
- External interlock: Huss serves on InfuSystem’s board (Compensation Chair) while IRIDEX’s Chair, Scott Shuda, is also an InfuSystem director and Chair—shared outside board could influence information flow and network dynamics .
- No reported related-party transactions involving Huss: Company disclosed no related-party transactions in the past two fiscal years other than standard compensation arrangements and indemnification agreements .
Expertise & Qualifications
- 30+ years in medtech leadership; multiple CEO roles; senior commercialization roles at Guidant; extensive public-board compensation leadership; technical and management degrees (engineering and technology management) .
Equity Ownership
Beneficial ownership snapshot
| As-of Date | Shares Beneficially Owned (#) | Ownership % of Outstanding | Notes |
|---|---|---|---|
| April 17, 2023 | 31,847 (4,375 options exercisable within 60 days; 27,472 RSUs vesting within 60 days) | <1% | SEC definition includes exercisable options/settling RSUs within 60 days |
| April 1, 2024 | 27,472 shares held; 8,125 options exercisable within 60 days | Not disclosed | Group totals detailed; individual % not provided |
| Dec 28, 2024 (outstanding awards) | Options outstanding: 15,000; Unvested stock awards: none | — | End-of-year award status |
- Hedging/pledging: Company insider trading policy prohibits short sales, options trading in company securities, hedging, and pledging; applies to directors (alignment positive) .
Governance Assessment
- Board effectiveness and engagement: Active role across Audit, Compensation (Chair), Nominating, and Strategy committees; no attendance issues; independence affirmed—supports investor confidence in oversight of risk, human capital, and pay .
- Compensation oversight quality: Compensation Committee comprised entirely of independent directors; proxy notes no interlocking relationships per SEC definition—reduces compensation governance conflicts .
- Pay alignment signals: 2024 decision to forego director equity grants favors cost control and conservatism; 2025 move to standardized option grants (value-based sizing) may reintroduce equity-linked incentives; RSU grants, when used, are time-based with no performance metrics (typical for director pay) .
- Ownership alignment: Modest personal share and option holdings; no pledging permitted; ownership remains below 1%—typical for small-cap directors but low “skin-in-the-game” by percentage .
- Potential conflicts and interlocks: Shared InfuSystem board service with IRIDEX Chair could present perceived influence channels; no related-party transactions disclosed; monitor for cross-company consultant relationships or compensation consultant overlaps (none disclosed) .
RED FLAGS
- Shared external directorship with IRIDEX Chair (InfuSystem) warrants monitoring for information flow or committee workload conflicts, though no related-party transactions are disclosed .
- Director equity is not performance-conditioned; RSUs historically vest time-based; options expected in 2025 are value-sized, with standard FMV strike—no TSR/financial targets (typical but offers limited performance linkage) .
Overall implication: Huss brings deep medtech operating and compensation governance expertise with broad committee engagement at IRIDEX. Independence, attendance, and anti-hedging policies are positives; cost discipline in 2024 is noteworthy. Monitor the 2025 shift to option grants and the InfuSystem interlock for any emerging governance concerns .