Joe Kiani
IRADIMEDAbout Joe Kiani
Joe Kiani (age 61) is an Iranian-born American engineer and medical technology entrepreneur with B.S. and M.S. degrees in Electrical Engineering from San Diego State University. He was appointed as an independent director of IRADIMED on September 2, 2025 and serves on the Audit Committee and as Chairman of the Compensation Committee; the Board determined he is independent and financially literate under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Masimo Corporation | Founder, Chairman & CEO | 1989–2024 | Led non-invasive patient monitoring; built leader in hospital pulse oximetry; acquired Sound United in 2022 |
| Anthem/Unisys/Bell Industries (early career) | Engineer | 1984–1989 | Early engineering roles prior to founding Masimo |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Willow Laboratories | Founder and Executive Chairman/CEO | Private | Health and wellness innovator; preparing commercialization of new technologies |
| Like Minded Labs / Like Minded Media Ventures | Chairman & CEO / Board Member | Private | Advanced video technologies/media ventures |
| CDX Medical Technologies | Director | Private (early-stage) | Respiratory care company |
| Patient Safety Movement Foundation | Founder | Non-profit | Global initiative to reduce preventable hospital deaths |
| PCAST (White House) | Member | Government advisory | Appointed in 2021; focus on patient safety |
| CHOC (Children’s Hospital of Orange County) | Board | Non-profit | Healthcare institution governance |
| Caltech Board of Trustees | Board | Non-profit | Academic governance |
| SDSU College of Engineering Advisory Board | Member | Academic | Alumni advisory role |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chairman (effective Sept 2, 2025) .
- Independence: Board determined Kiani is independent under Nasdaq rules; financially literate; no arrangements or related-party transactions requiring disclosure under Item 404(a) .
- Board structure context: IRADIMED maintains majority independent directors; Audit and Compensation Committees are fully independent; executive sessions are led by the Audit Chair; non-management directors meet without management as needed .
- Attendance: 2024 Board met seven times with 100% attendance by incumbent directors; Kiani joined in 2025, so his attendance rate is not yet disclosed .
Fixed Compensation
| Component | Policy Amount | Eligibility/Notes |
|---|---|---|
| Base Board Fee (cash) | $50,000 per year | Paid quarterly in arrears to non-employee directors |
| Audit Committee – Member | $7,500 per year | Non-employee director members |
| Compensation Committee – Chair | $10,000 per year | Chair premium; Kiani is chair |
| Compensation Committee – Member | $5,000 per year | For non-chair members |
| Audit Committee – Chair | $15,000 per year | Not applicable to Kiani (Audit Chair is Mr. Allen) |
| Expense Reimbursement | Reasonable travel/lodging | Standard for meeting attendance |
- Kiani will receive the same non-employee director compensation pro rata from his appointment date (Sept 2, 2025): base board fee + audit member fee + compensation chair fee, paid quarterly .
Performance Compensation
| Equity Instrument | Annual Grant Value | Vesting | Notes |
|---|---|---|---|
| RSUs (Director Equity) | $100,000 | Two-year vesting | Granted annually; shares determined by grant-date closing price |
- As a new director, Kiani participates in the same RSU program on a pro rata basis per company policy; grant specifics (date/units) were not disclosed in the 8-K appointment filing .
- Directors’ equity is time-based RSUs; there are no director performance metrics (e.g., TSR hurdles) disclosed for board equity awards .
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| Masimo (former Founder/CEO) | Public medtech | Domain overlap with monitoring technologies; however, IRADIMED disclosed no 404(a) related transactions and affirmed Kiani’s independence . |
| Willow Laboratories (CEO) | Private medtech | Potential competitive adjacency in patient monitoring; no IRADIMED related-party transactions disclosed . |
| CDX Medical Technologies (Director) | Private | Early-stage respiratory care; no disclosed related transactions with IRADIMED . |
Expertise & Qualifications
- Technical/industry expertise: Inventor on 500+ patents or patent applications in signal processing, optical sensors, wearable and patient monitoring technologies .
- Executive leadership: Built Masimo into a global leader in pulse oximetry and non-invasive monitoring; extensive medtech commercialization experience .
- Public policy/patient safety: Founder of Patient Safety Movement Foundation; contributor to White House PCAST patient safety report .
- Education: B.S./M.S. Electrical Engineering (SDSU); honorary doctorates from SDSU and Chapman .
Equity Ownership
| As of | Filing | Title of Security | Beneficially Owned | Notes |
|---|---|---|---|---|
| Sept 10, 2025 | Form 3 | Common Stock | 0 | Initial statement of beneficial ownership; “No securities are beneficially owned.” |
- Insider policy signals: IRADIMED’s Insider Trading Policy prohibits directors from hedging transactions in company securities (e.g., collars, forwards) .
- Pledging: No specific pledging prohibition disclosed; no pledging by Kiani reported .
Board Governance Signals
- Say-on-Pay (FY2024 NEO compensation) passed with 10,777,171 “For,” 286,889 “Against,” 13,963 “Abstentions,” and 709,490 broker non-votes, indicating broad shareholder support for pay program design .
- Committee effectiveness: Kiani’s appointment preserved fully independent Audit and Compensation Committees; he chairs Compensation, which oversees director and executive pay policies .
- Independence and conflicts: Board affirmed independence; 8-K states no related-party transactions requiring disclosure under Item 404(a) for Kiani .
Insider Trades
| Date | Form | Summary |
|---|---|---|
| Sept 10, 2025 | Form 3 | Initial statement; no securities beneficially owned |
Governance Assessment
- Positives
- Independent director with deep medtech domain expertise; enhances board oversight of product strategy and commercialization .
- Leadership of Compensation Committee aligns with need for rigorous pay governance; company’s director pay structure is modest, with clear cash retainers and time-based RSUs .
- Anti-hedging policy applies to directors, supporting alignment and risk mitigation .
- Watch items / RED FLAGS
- Recent Masimo controversies (activist ouster; litigation) could be perceived as reputational overhang; monitor for any spillover risks or distractions affecting board effectiveness .
- Potential competitive adjacency via Willow Labs and historic Masimo domain; while Board confirms no related-party transactions and independence, continued scrutiny of any future business overlaps is warranted .
- Initial zero-share ownership at appointment; alignment expected to increase with pro rata RSU grants, but monitor subsequent filings for ownership build-up .
No IRADIMED-related party transactions involving Kiani were disclosed; the company separately disclosed a facility lease with Susi, LLC (CEO-controlled), which is outside the scope of Kiani’s appointment but relevant to overall governance context .