James Hawkins
IRADIMEDAbout James Hawkins
James Hawkins, age 69, is a non-employee director of Iradimed who previously served on the Board from 2013–2016 and was re-elected in 2019. He is the former President & CEO of Natus Medical (2004–2018) and earlier served as President/CEO/Director of Invivo Corporation and as CFO of Sensor Control. He holds a B.Comm. from Santa Clara University and an MBA from San Francisco State University, and currently serves on the boards of OSI Systems, Inc. and AudioEye, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natus Medical, Inc. | President & Chief Executive Officer | 2004–2018 | Led a leading medical devices/software platform in newborn care, neurology, sleep, hearing and balance markets |
| Invivo Corporation | President, Chief Executive Officer, Director | Not disclosed (prior to Natus) | Provider of MRI-safe patient monitoring |
| Sensor Control Corporation | Chief Financial Officer | Not disclosed | Finance leadership role |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| OSI Systems, Inc. | Director | Present | Public company directorship disclosed in 2024–2025 proxies |
| AudioEye, Inc. | Director | Present | Added by 2025 proxy disclosure |
Board Governance
| Aspect | 2023 | 2024 | 2025 |
|---|---|---|---|
| Audit Committee | Member (committee roster included Hawkins; Board noted he was not independent for Nasdaq/SEC purposes) | Not a member; roster: Allen (Chair), Vuoto, Scharen‑Guivel (all independent) | Not a member; roster: Allen (Chair), Vuoto, Scharen‑Guivel (all independent) |
| Compensation Committee | Member (committee roster included Hawkins; not independent) | Not a member; roster: Vuoto (Chair), Allen, Scharen‑Guivel (all independent) | Not a member; roster: Vuoto (Chair), Allen, Scharen‑Guivel (all independent) |
| Independence status | Not independent due to familial relationship with an executive officer ; brother‑in‑law to CFO John Glenn | Not independent due to familial relationship with an executive officer | Committees composed entirely of independent directors; Hawkins not on committees |
| Board meetings held | 6 (2022) | 6 (2023) | 7 (2024) |
| Hawkins Board attendance | 88% (2022) | 100% (2023) | 100% (2024) |
Fixed Compensation
Director fee framework (non-employee):
| Position | Amount |
|---|---|
| Base Board Fee | $50,000 |
| Chair of Audit Committee | $15,000 |
| Chair of Compensation Committee | $10,000 |
| Member of Audit Committee | $7,500 |
| Member of Compensation Committee | $5,000 |
Hawkins’ cash fees:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned in Cash ($) | 59,375 | 50,000 |
| Observation | Above base (suggests partial-year committee involvement) | Equals base; consistent with no committee roles in FY24 |
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual RSU Grant Value ($) | 99,980 | 99,950 |
| Vesting Term | Two-year vesting | Two-year vesting |
| RSU/Stock Awards Outstanding (as of period-end) | 4,144 stock awards outstanding as of 12/31/2023 | 3,008 unvested stock awards outstanding as of 12/31/2024 |
| Performance conditions | Annual grants disclosed as RSUs with time-based vesting; no performance metrics described |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| OSI Systems, Inc. | Public | Director | No IRADIMED-related related-party transaction disclosed |
| AudioEye, Inc. | Public | Director | No IRADIMED-related related-party transaction disclosed |
Expertise & Qualifications
- Former CEO of two medical device companies (Natus Medical; Invivo) with deep public-market and investor experience .
- Finance background (former CFO) and extensive operator credentials in regulated medtech markets .
- Education: B.Comm., Santa Clara University; MBA, San Francisco State University .
Equity Ownership
| Metric | 2024 (Record date April 22, 2024) | 2025 (Record date April 21, 2025) |
|---|---|---|
| Beneficially Owned Shares | 39,348 | 33,545 |
| % Ownership | <1% (indicated by “*”) | <1% (indicated by “*”) |
| Unvested RSUs Outstanding (as of 12/31 prior year) | 4,144 as of 12/31/2023 | 3,008 as of 12/31/2024 |
| Anti-hedging policy | Company prohibits hedging transactions by directors | |
| Clawback policy | SEC/Nasdaq-compliant clawback for incentive-based compensation |
Shareholder Support For Director Election (Hawkins)
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Votes For | 7,932,064 | 8,771,444 | 8,376,696 |
| Votes Withheld | 2,988,837 | 2,143,947 | 2,701,327 |
| Broker Non-Votes | 706,057 | 709,160 | 709,490 |
Governance Assessment
- Board effectiveness and independence: Hawkins is not considered independent due to a family relationship with an executive officer (brother‑in‑law to CFO John Glenn). He was removed from Audit and Compensation Committees by 2024–2025, which are now fully independent, mitigating committee-level conflicts .
- Attendance and engagement: Attendance improved to 100% in 2023 and remained at 100% in 2024 after an 88% rate in 2022, signaling stronger engagement over time .
- Compensation alignment: Director pay mix is equity‑heavy (annual $100k RSU vs $50k cash retainer) with simple, time‑based vesting; Hawkins’ FY24 cash equaled the base fee, consistent with no committee roles (reduces potential pay‑related conflicts) .
- Ownership: Hawkins’ reported beneficial ownership declined from 39,348 to 33,545 shares year-over-year, remains <1% of outstanding; unvested RSUs totaled 3,008 as of 12/31/2024 .
- Policies: Company maintains anti‑hedging and clawback policies, supportive of alignment and accountability .
RED FLAGS
- Familial relationship with CFO (brother‑in‑law) drives a non‑independent classification; while committees are independent, the relationship is a continuing conflict consideration .
- Persistently lower shareholder support for Hawkins versus peers in 2023–2025 director elections suggests investor sensitivity to independence/conflict optics .
Not observed/disclosed
- No related‑party transactions involving Hawkins were disclosed; the company has a policy requiring Audit Committee review of any related person transactions .
- No director stock pledging disclosures; anti‑hedging policy is in place .