James Hawkins
OSI SYSTEMSAbout James B. Hawkins
James B. Hawkins (age 69) is an independent director of OSI Systems, Inc. (OSIS) since December 2015, serving as Audit Committee Chair and member of the Compensation and Benefits, Nominating and Governance, and Technology Committees. He holds a B.S. in Business Commerce from Santa Clara University and an MBA in Finance from San Francisco State University, and is designated by the Board as an “Audit Committee Financial Expert.” Hawkins brings deep medical device operating experience (former CEO of Natus Medical, Invivo, Sensor Control) and currently serves on the boards of Iradimed (IRMD) and AudioEye (AEYE).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natus Medical Incorporated | President, CEO, Director | 2004 – July 2018 | Led a leading manufacturer of medical devices/software across newborn care, neurology, sleep, hearing, balance; extensive risk management experience cited |
| Invivo Corporation | President, CEO, Director | Not disclosed | MRI-safe patient monitoring; senior operating leadership |
| Sensor Control Corporation | CEO and CFO | Not disclosed | Combined finance and operating leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Iradimed (Nasdaq: IRMD) | Director | Current | Public company directorship |
| AudioEye (Nasdaq: AEYE) | Director | Current | Public company directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all current directors except Chopra and Mehra are independent under Nasdaq standards; Hawkins is independent |
| Committee assignments | Audit (Chair); Compensation and Benefits; Nominating & Governance; Technology |
| Financial expert | Board designated Hawkins as an “Audit Committee Financial Expert” under SEC rules |
| Committee meeting cadence (FY2025) | Audit: 4 meetings; Compensation: 2; Nominating & Governance: 1; Technology: 3 |
| Board meetings & attendance | Board held 8 meetings plus 1 unanimous written consent; all directors attended >75% of Board and committee meetings served; all directors attended last annual meeting |
| Lead Independent Director | William F. Ballhaus; Board outlines role to enhance independent oversight |
Fixed Compensation
| Component (FY2025) | Hawkins Amount | Notes |
|---|---|---|
| Cash fees | $170,000 | FY2025 director cash compensation |
| Stock awards | $200,050 | Aggregate grant-date fair value; 1,439 RSUs granted at $139.02 fair value per RSU |
| Total | $370,050 | FY2025 total director compensation |
| Unvested RSUs outstanding (6/30/25) | 4,429 | Hawkins unvested awards |
| RSU vesting schedule | 25% annually over 4 years | Applies to director RSU awards |
Director compensation schedule (structure, FY2025):
- Annual cash retainer: $80,000; RSU grant: $150,000
- Audit Chair: $25,000 cash; RSU grant: $25,000
- Compensation Chair: $25,000 cash; RSU grant: $35,000
- Nominating Chair: $10,000 cash; no RSU
- Technology Chair: $15,000 cash; RSU grant: $35,000
- Risk Management Chair: $15,000 cash; RSU grant: $25,000
- Meeting fees: Board $3,000 per meeting (one meeting at $1,500); Audit/Comp/Risk $3,000 per meeting; Technology $5,000 first meeting and $3,000 thereafter; Compensation non-Chair RSU $5,000; Technology non-Chair cash $10,000 and RSU $20,000; Risk members RSU $25,000
Performance Compensation
| Metric Area | Disclosure |
|---|---|
| Director performance metrics tied to pay | None disclosed; director RSUs are time-based (25% vesting annually over four years). Committee-related RSU grants are fixed by role/membership and not performance-conditioned |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Iradimed (IRMD); AudioEye (AEYE) |
| Compensation committee interlocks | None disclosed for FY2025; no insider participation noted |
| Related-party transactions | Proxy discloses certain relationships (e.g., ECIL-Rapiscan JV, Loeb & Loeb with Director Chizever) but does not list any related-party transactions involving Hawkins |
Expertise & Qualifications
- Operating experience: Former CEO roles across medical device companies; direct management in medical device area cited by Board .
- Financial oversight: Audit Committee Chair; SEC-defined Audit Committee Financial Expert .
- Risk management: Board notes extensive risk management experience from prior executive/board roles .
- Education: B.S. Business Commerce (Santa Clara University); MBA Finance (San Francisco State University) .
Equity Ownership
| Item | Hawkins |
|---|---|
| Beneficial ownership (10/15/2025) | 3,061 shares; <1% of class |
| Shares pledged as collateral | None; proxy states no shares are pledged by directors in ownership table; company policy prohibits pledging by executives and directors |
| Unvested RSUs outstanding (6/30/2025) | 4,429 |
| Ownership guidelines | Directors must own at least 5× annual retainer; unvested RSUs count; each director meets or exceeds guidelines |
Governance Assessment
- Strengths: Independent director; chairs a financially critical Audit Committee; designated SEC “financial expert”; multi-committee service (Compensation, Nominating & Governance, Technology) indicating broad engagement; attendance meets Board’s 75%+ threshold; compliance with robust ownership requirements; company prohibits hedging/pledging (alignment) .
- Compensation alignment: Hawkins’ mix blends cash retainers with multi-year RSUs vesting time-based, with additional RSU grants tied to committee responsibilities—supports long-run alignment though not performance-conditioned at the director level .
- Conflicts/related-party risk: No Hawkins-specific related-party transactions disclosed; compensation committee interlocks none; company maintains audit committee review policy for related-party transactions above $75,000 .
- Watch items: Concurrent service on two public company boards in medical/tech domains could increase time commitments, but FY2025 attendance and committee engagement thresholds were met, and the Board emphasizes independent oversight including a Lead Independent Director structure .
Overall signal for investor confidence: Hawkins’ audit leadership, formal financial expert designation, and absence of disclosed conflicts support board effectiveness; ownership guidelines and anti-hedging/pledging policies further align director incentives with shareholders .