William Moore
About William Moore
William Moore, age 76, is an independent director of IRIDEX (IRIX) appointed in March 2025 pursuant to the Investor Rights Agreement with Novel Inspiration International Co., Ltd. He serves as Audit Committee Chair and is designated an SEC “audit committee financial expert.” Moore previously served as IRIDEX CEO (2012–2019) and director (2007–2019) and co-founded Natus Medical, serving on its board from 1990–2018. Education: B.S. in Business, University of Utah .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IRIDEX | Chief Executive Officer | Aug 2012 – May 2019 | Led operations; prior Board service |
| IRIDEX | Director | Sep 2007 – May 2019 | Compensation Committee member (2007–2010); Chair, Nominating & Governance (2009–2012) |
| Natus Medical Incorporated | Co-founder; Director | 1990 – Jun 2018 | Long-tenured board service in medical devices |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Natus Medical Incorporated | Director | 1990 – Jun 2018 | Provider of screening/monitoring healthcare products |
Board Governance
- Independence: Board determined Moore is independent under Nasdaq standards .
- Committee assignments: Audit (Chair), Compensation (member), Nominating & Governance (member), Strategy & Budget (member) .
- Audit Committee financial expert: Moore designated by the Board per SEC rules .
- Board attendance: IRIDEX held 14 meetings in FY2024; no directors serving during FY2024 attended <75%. Moore joined in 2025; audit committee held 4 meetings last fiscal year .
- Board leadership: Independent Chairperson is Scott Shuda; executive sessions led by Chair .
- Annual meeting attendance policy: Encouraged but not required; named directors attended 2024 meeting (prior to Moore’s appointment) .
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual director cash retainer | $35,000 | Non-employee director policy (approved June 2022) |
| Audit Committee Chair retainer | $15,000 | Additional for chair role |
| Compensation Committee member retainer | $5,000 | Additional for membership (non-chair) |
| Nominating & Governance Committee member retainer | $4,000 | Additional for membership (non-chair) |
| Audit Committee member retainer | $7,500 | For members; chair typically receives chair fee (policy does not indicate stacking) |
| Board Chair retainer | $35,000 | Not applicable to Moore (Chair is Shuda) |
| Payment cadence | Quarterly, in arrears | Policy description |
Implication: Based on disclosed policy and Moore’s roles (Audit Chair; member of Compensation and Nominating & Governance), expected cash retainers total $35,000 + $15,000 + $5,000 + $4,000 = $59,000 annually, before any additional committee fees (no specific fees disclosed for Strategy & Budget Committee) .
Performance Compensation
| Grant Type | Value/Shares | Vesting | Notes |
|---|---|---|---|
| Annual director option grant (expected at 2025 Annual Meeting) | $95,200; 68,000 shares subject to option | Vests in full on earlier of one-year anniversary or next annual meeting, subject to continued service | Per 2008 EIP; number of shares determined by dividing $75,000 by closing price on grant date (valuation table shows expected $95,200 for Moore) |
| New director equity grant (2025 policy) | 15,000 shares of Common Stock | Not separately detailed; historical RSUs replaced by options for 2025 | New policy: newly appointed directors will be granted 15,000 shares; Board will receive option grants equal to $75,000 worth of common stock |
- No director performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for director equity; awards vest time-based, not performance-conditioned .
Other Directorships & Interlocks
| Relationship | Detail | Governance Consideration |
|---|---|---|
| Investor nomination | Moore nominated pursuant to Investor Rights Agreement with Novel (a >5% stockholder) which grants Novel rights to appoint two directors and approve certain corporate actions | Potential influence/interlock risk; Board nonetheless classifies Moore as independent |
Expertise & Qualifications
- 30+ years in healthcare/medical devices and ophthalmics; prior public company board service across five companies .
- Audit Committee financial expert designation under SEC rules .
- Business degree (B.S.), University of Utah .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| William Moore | 180,476 | 1.1% | Includes shares and rights exercisable within 60 days as per SEC rules; based on 16,789,027 shares outstanding (April 1, 2025) |
| Hedging/pledging | Prohibited for directors | Insider trading policy bans hedging, pledging, short sales, and margin accounts for IRIDEX securities |
- Stock ownership guidelines for directors: Not disclosed in the 2025 proxy .
- Vested vs unvested breakdown, options in-the-money value, and pledging status beyond policy: Not disclosed .
Governance Assessment
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Strengths:
- Independent designation; deep operator and board experience; Audit Committee Chair and SEC financial expert enhance oversight quality .
- Clear prohibition on hedging/pledging aligns director incentives with shareholders .
- Active committee participation (Audit Chair; Compensation; Nominating & Governance; Strategy & Budget) suggests high engagement .
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Risks/RED FLAGS:
- Investor Rights Agreement grants a major stockholder (Novel) approval rights and two board seats; Moore’s nomination via Novel could create perceived alignment risks or influence over corporate actions despite independence designation .
- Significant potential dilution tied to Novel’s securities and notes (cap above 19.99% upon stockholder approval) may affect governance dynamics and shareholder confidence; while board-wide issue, it frames context for investor-appointed directors .
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Attendance/Engagement:
- Board met 14 times in FY2024; no director serving in FY2024 fell below 75% attendance (Moore appointed in 2025) .
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Director Compensation Mix:
- Balanced cash retainers plus time-based option grants; no meeting fees; 2025 policy shift from RSUs to options increases at-risk equity exposure but remains time-based rather than performance-conditioned .
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Related Party Transactions:
- Novel financing and rights disclosed; Moore’s nomination tied to Novel. No specific related-party transactions attributed to Moore beyond nomination context disclosed in proxy .