Hilda Scharen-Guivel

About Hilda Scharen-Guivel

Hilda Scharen-Guivel, age 54, is an independent director of IRADIMED (IRMD) serving since 2022, with 25+ years in federal healthcare and medical device regulation, including as Program Director at FDA’s Center for Devices and Radiological Health (CDRH) where she led the Medical Device Development Tools program; she retired as a Captain of the U.S. Public Health Service in 2022 and holds a B.S. in Biomedical Engineering and a Master’s in Engineering from the Catholic University of America . She brings deep FDA regulatory strategy, policy, and risk expertise to the Board .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under NASDAQ 5605(a)(2) .
• Committee assignments: Member, Audit Committee and Compensation Committee; both committees comprised solely of independent directors; Audit Chair: Monty Allen; Compensation Chair: Anthony Vuoto .
• Attendance and engagement: Board met 7 times in 2024; Scharen-Guivel attended 100% of Board meetings; she also attended the 2024 annual meeting of stockholders . Audit Committee held 8 meetings; Compensation Committee held 6 meetings in 2024 .
• Executive sessions: Non-management directors meet in executive session from time to time; sessions are led by the Audit Committee chair .
• Board leadership context: CEO serves as Chair; Board maintains majority independent membership and reviews structure periodically; no Lead Independent Director disclosed .

Fixed Compensation

• Non-employee director fee schedule (paid quarterly): Board retainer $50,000; Audit Committee chair $15,000; Compensation Committee chair $10,000; Audit member $7,500; Compensation member $5,000; no per-meeting fees; annual RSU grant targeted at $100,000 value with two-year vesting .

Notes: Non-employee director fees paid in arrears quarterly; annual RSU grant determined by dividing $100,000 target by closing price on grant date; two-year vesting .

Performance Compensation

• Equity structure: Non-employee directors receive time-based RSUs; no options or performance-conditioned equity are disclosed for directors .

• Outstanding awards: Scharen-Guivel had 4,775 unvested stock awards outstanding as of Dec 31, 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• FDA regulatory strategy, policy, and risk management (Program Director, FDA CDRH; led MDDT program) .
• Biomedical engineering education (B.S.) and Master’s in Engineering, Catholic University of America .
• Senior federal service leadership; retired USPHS Captain (public health system experience) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director serving on both Audit and Compensation Committees; both committees fully independent, enhancing oversight of financial reporting, cybersecurity risk (Audit) and pay practices (Compensation) .
  • Strong engagement: 100% Board attendance in 2024; attended 2024 annual meeting, signaling accessibility to shareholders .
  • Director pay design mixes cash and time-vested equity (approx. $62.5k cash; ~$100k equity), aligning incentives with long-term shareholder value; no option grants or per-meeting fees disclosed .
  • Company-level safeguards include anti-hedging policy and an exchange/SEC-compliant clawback policy for incentive-based compensation (the latter applies to executive officers), reflecting attention to risk and accountability .
  • Section 16 compliance: the only late filing disclosed for 2024 was by CFO John Glenn; no late filings disclosed for Scharen-Guivel .

• Watch items / RED FLAGS (governance context)

  • CEO/Chair role combined; Board asserts periodic review, but no Lead Independent Director disclosed—places added emphasis on the independence and effectiveness of committee oversight .
  • No standing nominating committee; nominations handled by the Board, with independent directors selecting nominees, but formalized independent nomination oversight is limited .
  • One non-independent director due to familial relationship with an executive officer (James Hawkins), a minor independence dilution that heightens the importance of independent committee work .
  • Related-party transaction at company level: headquarters lease with entity controlled by CEO; Audit Committee policy governs related-person transactions; not linked to Scharen-Guivel but a standing governance consideration for investors .

Board Governance (Key Reference Table)

Director Compensation Detail (2024)

Related-Party/Conflicts Policy

• The Audit Committee reviews, approves or disapproves related-person transactions under a written policy; the 2024 disclosed related-party transaction concerns a facility lease with an entity controlled by the CEO; no transactions involving Scharen-Guivel were disclosed .

Insider Filing Compliance