David C. Hovda
About David C. Hovda
David C. Hovda (age 63) is an independent director of Pro-Dex, Inc. and serves as Chair of the Audit Committee. He is CEO and a board member of Versa Vascular (private), an Advisor at Stanford Medicine Catalyst, and previously held multiple CEO roles in medical devices; he is an inventor on 50+ U.S. patents. He holds a B.S. in Civil Engineering from Northwestern University and an MBA from Harvard, served five years in the U.S. Navy (Lieutenant), and has served on the Pro-Dex board since January 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innovein, Inc. (vascular) | Chief Executive Officer | Jan 2022–Aug 2023 | CEO of venous disease company |
| Simplify Medical, Inc. (cervical disc) | Chief Executive Officer, Director | 2013–2021 | Company acquired by NuVasive in Feb 2021 |
| SpinalMotion, Inc. (spine) | President, Chief Executive Officer, Director | 2004–2013 | Led artificial disc development |
| Arthrocare, Inc. (Nasdaq: ARTC) | VP/GM Spine Division; Managing Director ENT Division | 1997–2004 | Division leadership roles |
| Medtronic, Inc. (NYSE: MDT) | Financial analysis and product management roles | 1992–1997 | Product/financial roles in medtech |
| United States Navy | Officer | 5 years | Achieved rank of Lieutenant |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Versa Vascular (structural heart, private) | Chief Executive Officer; Director | Current | Treating tricuspid disease |
| Stanford Medicine Catalyst | Advisor | Current | Stanford University School of Medicine program |
Board Governance
| Item | Detail |
|---|---|
| Independence | Qualifies as an “independent director” under Nasdaq rules |
| Board tenure | Director since January 2013 |
| Committee assignments | Audit Committee (Chair) |
| Audit Committee composition | Hovda (Chair), Raymond E. Cabillot, Katrina M.K. Philp (all independent) |
| Audit Committee meetings (FY2025) | 6 meetings; 1 unanimous written consent |
| Audit Committee financial expert | All Audit Committee members meet SEC “Audit Committee Financial Expert” standards |
| Nominating/Governance Committee | Members: Cabillot (Chair), Farrell, Swenson (Hovda not a member) |
| Compensation Committee | Members: Swenson (Chair), Cabillot, Farrell, Philp (Hovda not a member) |
| Board meetings (FY2025) | 4 meetings; 1 unanimous written consent |
| Attendance | No director attended <75% of Board/committee meetings upon which they served |
| Executive sessions | Independent directors held 3 executive sessions (FY2025) |
| Board leadership | Independent Chair (Nicholas J. Swenson); CEO and Chair roles separated |
| Risk oversight | Audit oversees financial/cyber; Compensation oversees comp risks; Nominating oversees independence/conflicts |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $18,000 | Paid quarterly in arrears |
| Audit Committee Chair fee | $7,000 | Additional annual cash fee |
| Total fees earned (FY2025) | $25,000 | Reflects retainer + chair fee; Q4 accrual paid in FY2026 |
Performance Compensation
| Grant type | Shares | Vesting | Start date | Notes |
|---|---|---|---|---|
| Restricted Shares (annual) | 1,000 | Time-based, 200 shares per year over 5 years | Nov 20, 2025 | Granted to each non-employee director in FY2025 |
- Change-in-control treatment: Unless otherwise provided in award agreements, all restrictions on restricted shares/RSUs lapse upon a change in control (single-trigger) and shares are delivered; performance awards vest and are payable within 30 days .
- Clawback: Awards subject to reduction/cancellation/recoupment to comply with policy and law; overpayments must be repaid .
Other Directorships & Interlocks
| Company | Ticker | Role | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed in 2025 proxy for Hovda |
- Related-party transactions: The proxy discloses related investments involving other directors (Air T, Inc.; Monogram), but does not list any related-party transactions involving Hovda .
Expertise & Qualifications
- Senior operating experience: >20 years in medical devices including spine sector; CEO/GM roles overseeing IP, product development, clinical testing, and marketing .
- Financial/analytical skills: Experience in financial analysis, operational restructuring, capital raising, budgeting/forecasting, and market entry .
- Technical innovation: Inventor on 50+ U.S. patents .
- Audit oversight: Serves as Audit Committee Chair; meets SEC “financial expert” criteria .
- Education: B.S. Northwestern University; MBA Harvard Business School .
- Military leadership: U.S. Navy, Lieutenant .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Includes Options/RS exercisable within 60 days |
|---|---|---|---|
| David C. Hovda | 8,400 | <1% (Company notes “*” <1%) | 6,200 shares included from options/restricted shares exercisable/vested within 60 days |
| Shares outstanding (record date) | 3,280,004 | — | — |
- Hedging/pledging policy: Directors/officers are prohibited from hedging, short-selling, and from pledging shares absent pre-approval and only if total collateral value ≥200% of loan balance .
Governance Assessment
- Strengths:
- Independent Audit Chair with SEC “financial expert” qualification; Audit met 6x in FY2025, signaling active oversight .
- Long-tenured industry operator with finance and product development expertise aligned to Pro-Dex’s medical device focus .
- Good board hygiene: independent chair; regular executive sessions; no director below 75% attendance .
- Conservative director pay structure (low cash retainer) with time-based equity for alignment; clawback policy in place .
- Insider trading policy restricts hedging/shorting and tightly conditions pledging, supporting alignment .
- Watch items / potential risks:
- Director equity awards appear to be single-trigger accelerated upon change in control, which some shareholders view as less performance-aligned for directors .
- Board-level related investments (e.g., Air T, Inc.) involve other directors; while independent directors approved and transactions used 10b5-1 plans, continued vigilance on conflicts is warranted (no involvement by Hovda disclosed) .
No related-party transactions or share pledging involving David C. Hovda are disclosed in the 2025 DEF 14A; independence is affirmed by the Board .