Sector: Health Care
IRADIMED CORP · Meeting: June 23, 2026
Directors FOR
4
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
The proxy discloses that Mr. Hawkins is not independent due to a familial relationship with an executive officer of the Company; under our policy, a director with a familial relationship to senior management warrants a vote against, as such ties undermine the independent oversight that shareholders rely on the board to provide.
For Analysis
Founder and CEO with deep industry expertise, no overboarding concerns, and IRMD's 3-year stock return of +112.8% outpaces IHI (iShares US Medical Devices ETF) by +121.5 percentage points — well above the 65-point threshold needed to trigger a vote against, so no TSR concern applies; the familial relationship flagged for Hawkins does not implicate Susi.
Long-serving independent director, serves as Audit Committee Chairman with CPA credentials meeting the financial expertise requirement, no overboarding, and IRMD's strong outperformance of IHI (iShares US Medical Devices ETF) means no TSR trigger applies.
Joined the board in September 2025 — less than 24 months ago — and is therefore fully exempt from the TSR performance trigger; brings extensive medical device industry experience as co-founder of Masimo Corporation, and no overboarding concerns are present.
Independent director since 2022 with relevant regulatory expertise from a 25-year FDA career in medical devices; IRMD's 3-year outperformance of IHI (iShares US Medical Devices ETF) by +121.5 percentage points far exceeds the 65-point threshold needed to trigger a vote against, so no TSR concern applies.
Four of five director nominees receive a FOR vote. Roger Susi, Monty Allen, Joe Kiani, and Hilda Scharen-Guivel all pass the policy screens — IRMD's exceptional 3-year stock performance (+112.8%, outpacing IHI by +121.5 percentage points) means no TSR trigger fires for any director, and no overboarding or attendance issues are disclosed. James Hawkins receives an AGAINST vote solely because the proxy expressly states he is non-independent due to a familial relationship with a Company executive officer, which is a standalone policy trigger regardless of his otherwise relevant industry experience.
CEO
Roger Susi
Total Comp
$780,598
Prior Support
N/A
CEO Roger Susi's total 2025 compensation was $780,598 — a modest figure for the chief executive of a $1.1 billion medical device company that is well within reasonable benchmarks for this title, sector, and market cap band. His pay is composed of roughly 49% base salary and 51% annual cash bonus tied to revenue and operating metrics with a disclosed 105% attainment rate, reflecting real performance linkage; he receives no equity awards given his ~35% ownership stake in the company, which directly aligns his interests with shareholders. The company's stock has returned +112.8% over three years while the IHI (iShares US Medical Devices ETF) lost 8.7% over the same period, confirming strong pay-for-performance alignment; the company also maintains a compliant clawback policy and no tax gross-ups, and no prior say-on-pay vote concerns are flagged.
Auditor
RSM US LLP
Tenure
N/A
Audit Fees
$303,664
Non-Audit Fees
$0
RSM US LLP charged $303,664 in audit fees and zero non-audit fees in 2025, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; RSM is a large national firm appropriate for a $1.1B market cap company; and no financial restatements are reported.
The 2026 IRADIMED annual meeting presents three standard proposals: director elections, auditor ratification, and a say-on-pay vote. The ballot is largely clean — CEO pay is modest and well-aligned with exceptional stock performance, the auditor has no fee independence concerns, and four of five directors pass all policy screens — with the single exception being James Hawkins, who receives an AGAINST vote because the proxy expressly identifies a familial relationship with a Company executive officer that disqualifies him from independence under our policy.
