Roger Susi
IRADIMEDAbout Roger Susi
Founder of IRADIMED (since 1992), Chairman of the Board, President and Chief Executive Officer. Age 71 (as of April 21, 2025) with a B.S. in Biomedical Engineering from Case Western Reserve University (1977) and 40+ years in medical devices, including founding Invivo Research (MRI‑safe patient monitoring) . Under his leadership, IRADIMED delivered 2024 gross revenue of $73.2M vs. $65.6M in 2023, and net income rose to $19.23M in 2024; cumulative TSR (base 100 at 12/31/2021) improved to 128 in 2024 . The Board explicitly endorses the combined CEO/Chair structure given his deep domain knowledge, while maintaining fully independent Audit and Compensation Committees .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| IRADIMED CORPORATION | Founder; President & CEO (1992–Aug 2019); Chief Technology Officer (Aug 2019–May 2020); President & CEO (May 2020–present); Chairman of the Board | 1992–present | Founder‑led product innovation; stewardship through leadership transition and return to CEO |
| Invivo Research Inc. (predecessor to Invivo Corporation) | Founder, Chairman & CEO | 1979–1998 | Established MRI‑safe patient monitoring; foundational domain expertise |
| Invivo Corporation | Director | 1998–2000 | Public company board experience in imaging/monitoring |
External Roles
- No current public company directorships disclosed for Mr. Susi in the 2025 proxy profile .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary rate (as of year) | $310,000 | $341,000 (effective Jan 29, 2024) |
| Salary paid (per Summary Comp Table) | $307,694 | $337,423 |
| Target annual bonus (% of base) | 100% | 100% |
| Company bonus framework | 80% corporate (revenue/operating metrics), 20% individual | 80% corporate (revenue/operating metrics), 20% individual |
| Achievement vs. plan | 105% | 103% |
| Actual bonus paid | $325,460 | $352,157 |
| Equity awards (CEO) | None (no grants) | None (no grants; policy rationale below) |
| Perquisites / gross‑ups | Standard employee benefits; no tax gross‑ups | Standard employee benefits; no tax gross‑ups |
Rationale for no CEO equity grants: the Board cites Mr. Susi’s substantial stock ownership (~36%) as strongly aligning incentives with shareholders .
Performance Compensation
| Incentive | Metric(s) | Weight | Target | Actual/Attainment | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus (CEO) | Corporate revenue & operating metrics (Board‑approved plan); Individual performance | 80% corporate / 20% individual | Not disclosed (based on forecast) | Overall 103% for FY24 | $352,157 | Cash (no vesting) |
| Long‑term equity | Not applicable to CEO (no RSU/PSU grants) | — | — | — | — | — |
Note: For other NEOs, RSUs vest over 3 years (equal annual tranches or cliff at 3 years) and PSUs pay out 0–200% based on relative TSR vs. NASDAQ US Small Cap Medical Equipment Index over 3 years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,587,950 shares (36.1% of 12,715,109 shares outstanding as of 4/21/2025) |
| Ownership structure (disclosed) | Includes 162,950 shares (Roger E. Susi Revocable Trust); 2,062,500 shares (Matthew Susi 2008 Dynasty Trust); 2,362,500 shares (Phillip Susi 2008 Dynasty Trust) |
| Vested vs. unvested awards | No outstanding RSUs/PSUs/options for Mr. Susi as of 12/31/2024 |
| Shares pledged as collateral | No pledging disclosure found in proxy; Insider Trading Policy prohibits hedging transactions |
| Ownership guidelines | Not disclosed in proxy |
| Hedging/Clawback policies | Anti‑hedging policy in place; NASDAQ/SEC‑compliant clawback for incentive comp tied to financial reporting; no restatements in 2024 |
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement date & status | Employment agreement entered July 2019 (for CTO role); continues until terminated; no separate agreement upon resuming CEO in 2020 |
| Current base salary (noted in agreement narrative) | $341,000 |
| Severance (termination without cause / good reason) | 12 months of base salary |
| Change‑of‑Control economics | If a change of control occurs and he terminates for good reason, cash severance equals 3× then‑current annual salary |
| Restrictive covenants | Non‑solicitation, non‑compete, confidentiality, and IP assignment |
| Clawback | Company‑wide clawback as noted above |
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Director since 1992; Chairman of the Board |
| Officer roles | President & CEO |
| Independence | Not independent (serves as CEO) |
| Committees | Audit and Compensation Committees are fully independent; Mr. Susi does not serve on them |
| Board attendance | 100% attendance at 2024 Board meetings |
| Executive sessions | Non‑management directors meet in executive sessions, led by Audit Committee chair |
| Board leadership structure | Combined CEO/Chair; Board cites alignment and accountability benefits given his product/industry expertise |
Director compensation context (non‑employee directors): cash retainers (Board $50k; Audit Chair $15k; Compensation Chair $10k; committee member fees) plus $100k annual RSU grant with 2‑year vest; employee directors (incl. CEO) receive no director pay .
Performance & Track Record
Revenue, profitability, TSR, and capital returns during recent years:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net income ($) | $12,828,487 | $17,192,776 | $19,234,026 |
| Company TSR (base = $100 at 12/31/2021; end of year value) | $63 | $109 | $128 |
| Metric | 2023 | 2024 |
|---|---|---|
| Gross revenue ($M) | $65.6 | $73.2 |
| Dividends paid ($M) | $13.2 | $13.7 |
The company also funded ~$8.3M of 2024 capex toward capacity expansion (fully from cash flow/cash) .
Related Party Transactions (Governance considerations)
| Counterparty | Nature | Key terms / amounts |
|---|---|---|
| Susi, LLC (entity controlled by Roger Susi) | Lease of Winter Springs, FL HQ/manufacturing facility | Monthly base rent $34,133 (CPI‑adjusted); FY2024 payments $518,348; Lease amended May 29, 2024 to expire May 31, 2025 with option for up to six months month‑to‑month; move driven by construction of new Orange County, FL facility |
Compensation Committee & Say‑on‑Pay
- Compensation Committee composition: independent directors only; chaired by Anthony Vuoto; charter covers executive/director comp and succession planning .
- Consultant usage: Compensation Committee did not engage a third‑party executive compensation consultant in 2024 .
- Say‑on‑pay: annual advisory vote; proposal presented in 2025 proxy (approval percentages not disclosed in proxy) .
Risk Indicators & Red Flags
- Dual role CEO + Chairman; Board maintains committee independence and cites benefits; no separate Lead Independent Director disclosed .
- Related‑party real estate lease through Susi, LLC, with defined rent and imminent lease end as the company relocates to a new facility .
- Anti‑hedging and clawback policies adopted; no tax gross‑ups; no 2024 restatements .
- Section 16(a) compliance: company notes one late Form 4 by CFO; no exceptions cited for Mr. Susi .
Director Compensation (for context; CEO receives none as director)
| Position | Annual cash retainer |
|---|---|
| Base Board Fee | $50,000 |
| Audit Committee Chair | $15,000 |
| Compensation Committee Chair | $10,000 |
| Audit Committee Member | $7,500 |
| Compensation Committee Member | $5,000 |
| Equity for non‑employee directors | $100,000 annual RSU; 2‑year vest |
Summary Tables — CEO Compensation Snapshot (Multi‑Year)
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Salary paid ($) | $307,694 | $337,423 |
| Target bonus (%) | 100% | 100% |
| Bonus achievement (%) | 105% | 103% |
| Actual bonus ($) | $325,460 | $352,157 |
| Equity grants | None | None |
Investment Implications
- Alignment and dilution: Founder ownership of 36.1% provides strong alignment and no CEO equity grant overhang; no outstanding CEO equity to vest reduces near‑term insider selling pressure tied to vesting events .
- Pay‑for‑performance: CEO cash incentive tied 80% to corporate revenue/operating metrics and 20% to individual performance; FY24 payout at 103% suggests operational targets were slightly exceeded .
- Governance trade‑offs: Combined CEO/Chair structure and a related‑party lease are compensating governance risks; independent Audit/Comp committees, anti‑hedging, and clawback policies help mitigate them; lease end tied to new facility reduces related‑party exposure going forward .
- Execution and returns: Revenue grew from $65.6M (2023) to $73.2M (2024), net income reached $19.23M, TSR improved to 128 (from a 2021 year‑end 100 baseline), and the company returned $13.7M via dividends in 2024—supportive of sustained operating execution and shareholder returns under founder leadership .