Monty Allen

About Monty Allen

Monty Allen, age 72 as of April 21, 2025, is an independent director of Iradimed Corporation and the current Chair of the Audit Committee; he has served on the Board since 2014 and is designated an “audit committee financial expert” under SEC rules . He is a licensed CPA in Florida with 40+ years of accounting and finance experience, including CFO roles at multiple public companies, and holds a B.S. from Florida State University and an M.B.A. from Harvard University .

Past Roles

External Roles

Board Governance

• Committee assignments and leadership:
  • Audit Committee: Chair; members include Allen (Chair), Vuoto, Scharen‑Guivel; all independent; Allen is an “audit committee financial expert” .
  • Compensation Committee: Member; chaired by Vuoto with Allen and Scharen‑Guivel as members; all independent .
• Attendance and engagement:
  • Board met 7 times in 2024 (5 regular, 2 special); each director attended 100% of Board meetings; each director attended ≥75% of total Board and committee meetings .
  • Board met 6 times in 2023 (5 regular, 1 special); all named directors, including Mr. Allen, attended 100% of Board meetings .
• Committee activity:
  • 2024: Audit Committee held 8 meetings; Compensation Committee held 6 meetings (5 regular, 1 special) .
  • 2023: Audit Committee held 10 meetings; Compensation Committee held 6 meetings .
• Risk oversight: Audit Committee oversees financial reporting, internal controls, and cybersecurity risk oversight and disclosure processes .
• Independence: Audit and Compensation Committees comprised entirely of independent directors under NASDAQ/SEC standards; Allen explicitly determined independent .
• Compensation consultants: Compensation Committee did not engage a third‑party consultant in 2024 or 2023 .
• Election support (investor confidence signal): See “Other Directorships & Interlocks” and voting table below showing strong “FOR” votes for Allen in 2023–2025 .

Fixed Compensation

• Director fee schedule (current program):
  • Base Board Fee: $50,000; Audit Chair: $15,000; Compensation Chair: $10,000; Audit Member: $7,500; Compensation Member: $5,000 .
  • Note: In prior years the Audit/Comp committee member fees were the reverse ($5,000 Audit / $7,500 Comp) before being updated by 2023–2024 to $7,500 Audit / $5,000 Comp, aligning with workload .

Performance Compensation

• Equity design: Non‑employee directors receive annual RSU awards with a target grant value of $100,000; number of RSUs determined by grant‑date closing price; vesting over two years; time‑based only (no performance metrics disclosed) .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA (Florida); extensive CFO background at multiple public companies; seasoned audit committee chair; designated “audit committee financial expert” .
• Sector experience in medical devices/optical technologies and IPO execution experience (AgriDyne 1992; Autonomous 1996) .

Equity Ownership

• RSUs outstanding (unvested) for Allen as of 12/31/2024: 3,008 units .
• Anti‑hedging: Company policy prohibits directors (and others) from engaging in transactions (e.g., collars, forwards) that hedge or offset decreases in the market value of company securities .
• Clawback: Company maintains NASDAQ/SEC‑compliant clawback policy for incentive‑based compensation; no restatements in 2024 .
• Pledging: No explicit pledging policy disclosure found in the proxy; no pledging by Allen disclosed .

Shareholder Voting Support (Director Elections and Say‑on‑Pay)

Related‑Party Exposure (Company‑Level)

• Headquarters lease with Susi, LLC (entity controlled by CEO/Chairman Roger Susi): monthly base rent $34,133 (CPI‑adjusted), $518,348 paid in 2024; term amended May 29, 2024 to expire May 31, 2025 with month‑to‑month option thereafter; Company bears taxes/insurance/maintenance .
• Review/approval framework: Audit Committee (which Allen chairs) reviews related‑person transactions per the company’s policy for such matters .

Governance Assessment

• Strengths

  • Independent Audit Chair with CPA credentials and “financial expert” designation; deep CFO background enhances oversight of financial reporting and cybersecurity risk within Audit Committee mandate .
  • Strong meeting attendance (100% Board attendance in 2023–2024; committees active) signals engagement .
  • Director election and say‑on‑pay results indicate broad investor support across 2023–2025 .
  • Anti‑hedging and clawback policies in place; no 2024 restatements .

• Watch items

  • Combined CEO/Chairman structure; although a majority‑independent Board and fully independent committees are maintained, the absence of an independent chair may concentrate authority .
  • Related‑party lease with CEO‑controlled entity persists through mid‑2025 (albeit nearing expiration/transition), requiring continued robust Audit Committee oversight to ensure arm’s‑length terms .
  • No explicit director stock ownership guidelines disclosed; modest disclosed beneficial ownership for Allen (21,000 shares, <1%), though annual RSUs support alignment .

• RED FLAGS

  • None specific to Allen identified in filings (no disclosed attendance issues, related‑party transactions involving Allen, or hedging/pledging by Allen) .