Joseph Harris
About Joseph Harris
Independent director since September 2022; age 57 as of April 22, 2025. Currently VP, National Account at Murj; prior senior sales roles in cardiovascular/medical devices at HeartFlow, BIOTRONIK, and Boston Scientific. Education: B.S. in Systems Engineering Economics (West Point) and MBA in Marketing/Finance (University of Michigan). Board determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Murj | VP, National Account; formerly Midwest Sales Director | Jan 2023–Present | SaaS cardiac monitoring workflow; commercial leadership in health-tech |
| HeartFlow, Inc. | Area Sales Director, East | Jan 2018–Feb 2019 | Commercial expansion in non-invasive coronary diagnostics |
| BIOTRONIK | Midwest Regional Sales Director | Jan 2016–Jan 2018 | Regional leadership in cardiac rhythm management devices |
| Boston Scientific | Regional Sales Manager and other roles | 1998–2015 | Long-tenure operator across med-tech sales |
| U.S. Army | Officer | Not disclosed | Leadership/discipline credentials |
External Roles
| Organization | Role | Public Company? | Tenure | Notes |
|---|---|---|---|---|
| Murj | VP, National Account | No | Jan 2023–Present | Health-tech SaaS; indicates commercial expertise |
| Other public company directorships | — | — | — | None disclosed for Harris |
Board Governance
- Independence: Affirmatively determined independent (Nasdaq standards).
- Committees: Audit Committee member; Compensation Committee member; Governance (Nominating and Corporate Governance) Committee member. Audit Committee held 4 meetings in 2024; Compensation Committee held 3; Governance Committee held 1. All Audit Committee members are financially literate.
- Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings during their service period. Only one director attended the 2024 annual meeting.
- Board leadership: No named Chairman in 2024 (CEO and Board jointly preside).
- Large shareholder influence: Wexford-related entities owned ~34% of shares and hold nomination rights for two board seats under a 2007 investor rights agreement; one Wexford-designated seat is currently vacant.
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $20,000 | Standard for directors in 2024 |
| Board meeting fees | $1,500 per quarterly meeting | Paid per meeting attended |
| Audit Committee chair retainer | $10,000 (chair only) | Harris is not the chair |
| Audit Committee meeting fees | $1,000 per meeting (max 8) | Applies to members |
| Special Committee fees | $10,000 retainer + $1,000 per meeting (none in 2024) | No Special Committee in 2024 |
| Joseph Harris – Fees Earned (Cash) | $29,000 | FY 2024 director cash compensation |
| Total FY 2024 Compensation (Harris) | $45,524 | Includes option grant fair value |
Performance Compensation
| Award Type | Grant Date(s) | Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Annual non-employee director stock options | May 14, 2024 (for 2023 service) and Jan 1, 2025 (for 2024 service) | $16,524 (aggregate for FY 2024 table) | Director options vest in three equal installments at grant, first and second anniversaries | Exercise price set at FMV on grant date; annual grant size formula: 0.0006 × fully-diluted shares; initial grants at 0.0011 × fully-diluted shares |
| Restricted Stock | Not disclosed for Harris | — | — | 2024 director fees paid in restricted stock to Amron and Spandow, not Harris |
Performance metrics for directors: None disclosed (director equity awards are time-based; no TSR/financial metric linkage for director pay).
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Overlap/Interlock |
|---|---|---|---|---|
| None disclosed for Joseph Harris | — | — | — | No public company board interlocks disclosed for Harris |
- Network risk context: Wexford-related entities hold ~34% and a Wexford partner (Amron) serves on the Board; nomination rights allow up to two Wexford nominees. Not directly an interlock for Harris but relevant to board dynamics.
Expertise & Qualifications
- Sales/commercial leadership across med-tech devices (Boston Scientific, BIOTRONIK, HeartFlow) and health-tech SaaS (Murj).
- Financial literacy per Audit Committee membership and Board determination.
- Education: West Point (Systems Engineering Economics) and University of Michigan MBA (Marketing/Finance).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Breakdown/Notes |
|---|---|---|---|
| Joseph Harris | 45,120 | <1% | Includes 27,427 options exercisable within 60 days of April 22, 2025 |
| Vested vs Unvested Options (as of 12/31/2024) | — | — | 20,276 vested; 14,292 unvested options (director option holdings) |
- Insider Trading/Alignment Policies: Hedging, pledging, short sales, and puts/calls in Company securities are prohibited for directors, officers, and employees.
Governance Assessment
- Strengths: Independent director with broad commercial med-tech experience; sits on all three key committees (Audit, Compensation, Governance), supporting board effectiveness; Audit Committee financial literacy; positive shareholder support with ~99% Say‑on‑Pay approval in 2024; insider trading and hedging/pledging prohibitions enhance alignment.
- Alignment: Holds options and shares; options vest over time, linking director value to stock performance; ownership <1% but consistent with small-cap norms.
- Engagement: Met at least the 75% attendance threshold; however, only one director attended the 2024 annual meeting—an investor-relations engagement weakness to monitor.
- Potential conflicts/RED FLAGS:
- Concentrated shareholder influence: Wexford entities own ~34% with nomination and convening rights; a Wexford-affiliated director (Amron) serves on the Board. Not a Harris-specific conflict, but a board-level governance risk (control influence, board composition).
- Lack of named Chairman in 2024 may diffuse accountability in agenda setting and risk oversight; monitor leadership structure evolution.
Say‑on‑Pay & Shareholder Feedback: ~99% approval in 2024, indicating strong investor support for compensation design.
Related‑Party Transactions: No Harris‑specific related party transactions disclosed; Board/Committee independence review found no disqualifying relationships for Harris.