Scott Shuda
About Scott Shuda
Independent director and Chairperson of the Board at IRIDEX (IRIX). Age 59, director since April 2019; previously served on IRIDEX’s Board from December 2012–April 2017 and has been Chairperson since June 2021 . Holds a JD and MBA from Georgetown University; brings more than 25 years of experience in law, technology, medical devices, and transactions spanning IPOs, venture financings, and M&A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IRIDEX | Director | Dec 2012–Apr 2017 | Board service |
| IRIDEX | Executive Chairman (temporary) | Nov 1, 2024–Jan 17, 2025 | Assisted CEO transition; received $18,923 stipend |
| IRIDEX | Chairperson of the Board | Jun 2021–present | Leads independent directors, presides at executive sessions, oversees board agenda and information flow |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InfuSystem Holdings | Director; Chairperson | Director since Sep 2016; Chair since Dec 2018 | Governance leadership at a biomedical services company |
| Meridian OHC Partners, LP | Managing Director & Co‑founder | Ongoing | Investment focus: publicly listed tech and healthcare |
| BlueLine Partners, LLC | Managing Director & Co‑founder | Ongoing | Investment focus: publicly listed tech and healthcare |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Shuda is explicitly identified as independent .
- Committee assignments (as of April 16, 2025 reconstitution):
- Compensation Committee: Member (Chair: Beverly A. Huss)
- Nominating & Governance Committee: Chair
- Strategy & Budget Committee: Member (Chair: Nick Chen)
- Audit Committee: Not a member (committee chaired by William Moore) .
- Attendance: Board met 14 times in FY2024; no director attended fewer than 75% of meetings; Shuda attended the 2024 annual stockholders’ meeting .
- Chair responsibilities: Presides over board meetings and executive sessions; coordinates agendas with CEO; oversees information flow to independent directors; serves as point of contact for significant stockholders .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (actual) | $84,756 | Includes $18,923 while serving as Executive Chairman during CEO transition; remainder reflects standard director and committee retainers |
| Annual Board Retainer (policy) | $35,000 | Paid to all non‑employee directors |
| Chair of the Board Retainer (policy) | $35,000 | Additional retainer for Board Chair |
| Compensation Committee Member (policy) | $5,000 | Non‑chair member annual retainer |
| Nominating & Governance Committee Member (policy) | $4,000 | Non‑chair member annual retainer |
Performance Compensation
| Grant Type | Grant Date | Grant Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director option (expected) | Jun 11, 2025 | $74,200 | 53,000 | Vests in full on earlier of 1‑year anniversary or next annual meeting | Per 2008 EIP policy shift; grant on annual meeting date, valued ~$75k; number based on closing price at grant |
| Annual director equity (historical policy) | n/a (2024 foregone) | $75,000 (RSUs) | n/a | Full vest on earlier of 1‑year anniversary or next annual meeting | Board forewent 2024 equity grants but will receive regular grants at the 2025 Annual Meeting |
2024 director equity grants were not issued; equity resumes in 2025 with options instead of RSUs—implying higher leverage to stock performance and potentially stronger alignment than time‑based RSUs .
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap | Potential Conflict Note |
|---|---|---|---|
| InfuSystem Holdings | Chairperson | Beverly A. Huss also serves on InfuSystem’s board (compensation chair) | Shared external board may create information flow interlock; monitor transactions or related‑party dealings (none disclosed) |
Expertise & Qualifications
- JD and MBA (Georgetown University) .
- 25+ years in medical devices, law, technology, entrepreneurship; extensive transaction experience (IPOs, venture, M&A) .
- Board leadership experience; prior IRIDEX tenure; governance and strategy oversight .
Equity Ownership
| Holder | Shares Owned | Options Exercisable (≤60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Scott Shuda | 108,066 | 15,000 | 123,066 | <1% |
- Company policy prohibits hedging, short sales, trading in derivatives, pledging, and margin accounts for directors and officers—reducing alignment risk from hedging/pledging .
Governance Assessment
- Strengths:
- Independent Chair with defined responsibilities and investor engagement, supporting board effectiveness and oversight .
- Clear independence; strong attendance record; active committee leadership (Nominating & Governance chair; member of Compensation; member of Strategy & Budget) .
- Equity compensation resuming in 2025 via options, increasing at‑risk exposure to TSR; plus prohibitions on hedging/pledging .
- Watch items:
- Interlock: Shared InfuSystem board with Huss; while common for small‑cap medtech, monitor for related‑party transactions or consultant conflicts (none disclosed) .
- Temporary Executive Chairman role and stipend during the CEO transition could indicate deeper operational influence; not inherently a conflict, but worth monitoring for role clarity and independence boundaries .
- Board composition influence from Novel investor rights (two nominees: Moore, Chen) increases major holder influence; evaluate board dynamics and independence across committees (Shuda remains independent Chair; committees reconstituted Apr 16, 2025) .
RED FLAGS
- None identified for Shuda: No related‑party transactions disclosed involving him; no Section 16(a) delinquency noted for him; company policy forbids hedging/pledging .
- Portfolio interlocks: dual service with Huss at InfuSystem—monitor for potential conflicts if business relationships emerge .
Notes on Director Compensation Structure
- 2024 director cash compensation only; equity grants foregone (Board decision) .
- 2025 shift to option grants valued near $75k with full vest at next meeting or 1‑year mark .
- Cash component includes role‑based retainers; Shuda’s actual 2024 cash total was $84,756, including $18,923 as Executive Chairman during CEO transition .
Attendance and Engagement
- No director below 75% attendance in FY2024; Shuda attended 2024 annual meeting .
- As Chair, conducts executive sessions of independent directors and liaises with significant stockholders upon request .
Committee Composition Details
- Compensation Committee: Huss (Chair), Moore, Shuda—all independent .
- Nominating & Governance Committee: Huss, Moore, Shuda (Chair)—all independent .
- Strategy & Budget Committee: Huss, Chen (Chair), Moore, Shuda—created in 2025 for operating plan/budget and investor communications review .
Related‑Party Exposure
- No transactions disclosed involving Shuda; company has policies and audit committee oversight for related‑party transactions .
Say‑on‑Pay and Shareholder Feedback
- Advisory vote on NEO pay (Proposal Six) and frequency (Proposal Seven) scheduled for June 11, 2025; Board recommends “FOR” say‑on‑pay and “ONE YEAR” frequency .
Risk Controls and Policies
- Insider trading policy restricts directors from hedging, pledging, short sales, and derivatives; company complies with SEC and Nasdaq requirements .
- Anti‑takeover protections via DGCL §203 and charter/bylaw provisions; indemnification and exculpation consistent with DGCL .