J. Michael DiMaio
About J. Michael DiMaio
Dr. J. Michael DiMaio, age 69, is Chairman of the Board at Spectral AI (MDAI), a company founder and former CEO (2011–2020). He is a practicing board‑certified general, cardiac and thoracic surgeon and Chief of Staff at Baylor Scott & White – The Heart Hospitals; he earned his M.D. from the University of Miami and completed internal medicine, general surgery, and cardiothoracic surgery residencies at Duke University Medical Center. He joined the current board in February 2024 and is up for annual re‑election; the board determined he is not an “independent director.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectral AI, Inc. | Founder; CEO and Chairman of the Board | 2011–2020 | Established company and led early development; extensive publication and clinical leadership profile cited by the company |
| Spectral AI, Inc. | Director | Since Feb 2024 | Returned to board leadership in 2024; currently Board Chair and committee chair roles (see below) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baylor Scott & White – The Heart Hospitals | Chief of Staff; practicing surgeon (general, cardiac, thoracic) | Ongoing | Clinical leadership; elected/served in numerous medical societies; prolific publications and editorial/reviewer roles; NIH/DoD/AHA grant reviewer |
Board Governance
- Leadership: Chairman of the Board; heads the Office of the Chairman alongside senior executives (CFO/GC, COO, CCO, General Manager) .
- Independence: The board classified Dr. DiMaio as not independent; independent directors are Cotton, Mellish, Sadagopan, and Snyder .
- Attendance: In 2024 the board met 8 times; all directors attended at least 75% of board and committee meetings; the Audit Committee met 5x, Compensation 2x, Nominating 1x, Executive 13x .
Committee assignments (current):
| Committee | Role |
|---|---|
| Science & Technology | Chair |
| Nominating & Corporate Governance | Chair |
| Executive Committee | Member |
| Office of the Chairman | Chair (board-level leadership construct) |
2025 director election results (signal of investor support):
| Director | Votes For | Abstentions | Broker Non-Votes |
|---|---|---|---|
| J. Michael DiMaio | 7,261,770 | 2,724,040 | 5,565,258 |
| Colin Bristow | 9,965,672 | 20,138 | 5,565,258 |
| Richard Cotton | 9,965,951 | 19,859 | 5,565,258 |
| Martin Mellish | 9,965,908 | 19,902 | 5,565,258 |
| Deepak Sadagopan | 9,940,048 | 45,762 | 5,565,258 |
| Marion Snyder | 9,961,474 | 24,336 | 5,565,258 |
Note: Dr. DiMaio received materially fewer “For” votes vs. peers, which can reflect investor scrutiny of independence/role concentration .
Fixed Compensation
| Year | Cash Fees (USD) |
|---|---|
| 2024 | $67,500 |
- The company reviews director pay periodically and maintains a director compensation program aligned to long-term value creation .
Performance Compensation
| Year | Award Type | Grant-Date Fair Value (USD) | Notes |
|---|---|---|---|
| 2024 | Stock options | $28,350 | Director equity issued under the 2023 LTIP; plan permits performance goals, but no performance conditions were disclosed for 2024 director grants |
- Plan features and controls: options/RSUs/SARs permitted; 10-year max term; no repricing without shareholder protections; awards subject to the company’s Clawback Policy .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committees/Interlocks |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Dr. DiMaio in the proxy |
Expertise & Qualifications
- Clinical/industry: Chief of Staff; board-certified surgeon (general/cardiac/thoracic); extensive publications and service in prominent medical societies; reviewer/editorial roles; NIH/DoD/AHA grant reviewing; relevant to the Science & Technology oversight mandate .
- Governance: Founder experience and prior CEO/Chairman tenure; current Board Chair and committee chair (SciTech; Nominating & Governance) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| J. Michael DiMaio, M.D. | 2,517,552 | 9.8% | Includes 25,644 options exercisable within 60 days; based on 25,628,121 shares outstanding (4/15/2025) |
- Lock-ups: On Feb 7, 2024, Dr. DiMaio and Erich Spangenberg (together ~45% then) agreed to extend their lock-up by six months under the Registration Rights/Lock-Up Agreement—a positive alignment signal .
- Financing lock-up: DiMaio is listed among “Lock-Up Parties” for the October 2025 financing transaction, indicating continued lock-up commitments around capital raising .
Related-Party Exposure
- The company disclosed a 2024–2025 investment and subsequent note conversion involving an affiliate of its largest shareholder into Spectral IP; no DiMaio-specific related-party transaction was disclosed. The company maintains a written related-person transaction policy and process .
Risk Indicators & Red Flags
- Non-independence and role concentration: Board Chair and Chair of Nominating & Corporate Governance and Science & Technology; also on Executive Committee. This concentrates governance influence in a non‑independent director .
- Hedging policy gap: The company discloses no policy preventing director/employee hedging or derivatives transactions in company equity beyond insider trading restrictions—a shareholder-unfriendly practice in many governance frameworks .
- Investor vote signal: DiMaio’s “For” votes (7.26M) lagged peers (~9.94–9.97M), suggesting investor concern versus other nominees .
Governance Assessment
- Strengths: Deep clinical/scientific expertise aligned with product and regulatory pathway; significant equity ownership (9.8%) aligns interests; historical lock-up extensions reinforce long-term focus .
- Concerns: Not independent; concentration of power as Board Chair plus chairing Nominating & Governance and SciTech; Executive Committee membership; absence of anti-hedging policy; comparatively lower shareholder support in 2025 director vote .
- Compensation/Alignment: Director pay modest; mix includes equity under the 2023 LTIP with clawback coverage; no director-specific performance conditions disclosed for 2024 .
